Post-Closing Date Purchase Price Adjustment Sample Clauses
The Post-Closing Date Purchase Price Adjustment clause defines how the final purchase price of a transaction may be modified after the closing date based on certain financial metrics or conditions. Typically, this clause outlines a process for comparing estimated values used at closing—such as working capital, inventory, or debt levels—to the actual values determined after closing, with any differences resulting in a payment from the buyer to the seller or vice versa. Its core function is to ensure that the purchase price accurately reflects the true financial position of the business at closing, thereby protecting both parties from unexpected variances and promoting fairness in the transaction.
Post-Closing Date Purchase Price Adjustment. (i) Within 90 days following the Closing Date, Purchaser shall prepare and deliver to GEC a combined balance sheet of the Companies and their Subsidiaries as of the Closing Date (the “Closing Date Balance Sheet”), which shall include the Working Capital as of the Closing Date (the “Closing Date RQ Working Capital”). The Closing Date Balance Sheet and the Closing Date RQ Working Capital shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements.
(ii) If, within 30 days following delivery of the Closing Date Balance Sheet, GEC has not given Purchaser written notice of its objection as to the Closing Date Balance Sheet or calculation of the Closing Date RQ Working Capital (which notice shall state in reasonable detail the basis of GEC’s objection), then the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital as of the Closing Date shall be binding and conclusive on the parties for all purposes hereunder. Upon prior reasonable notice, Purchaser shall provide GEC access to all relevant documents and information reasonably requested by GEC in connection with its review of the Closing Date Balance Sheet.
(iii) If GEC duly gives Purchaser such notice of objection within the 30-day period, and if GEC and Purchaser fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and Purchaser’s calculation of the Closing Date RQ Working Capital within 30 days of Purchaser’s receipt of GEC’s objection notice, GEC and Purchaser shall submit the issues remaining in dispute to a nationally recognized certified public accounting firm mutually determined by GEC and Purchaser that has not performed accounting, tax or audit services for Purchaser, GEC, Seller or any of their respective Affiliates during the past three years (the “Accountants”), for resolution in accordance with the terms of the Agreement and GAAP applied on a basis consistent with the Financial Statements. If issues are submitted to the Accountants for resolution, (A) GEC and Purchaser shall furnish or cause to be furnished to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss issues with the Accountants; (B) the determination by the Accountants, as set...
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. “Closing Working Capital” means (A) the Included Current Assets of the Company, less (B) the Included Current Liabilities of the Company, determined as of the close of business on February 29, 2008. “Included Current Assets” means accounts receivable, inventory, deposits and prepaid expenses, but excluding deferred tax assets and receivables from any of the Company’s Affiliates, employees, officers or Members, determined in accordance with GAAP and in a manner and on a basis consistent with the preparation of the Financial Statements for the fiscal year ended December 31, 2007. “Included Current Liabilities” means accounts payable, accrued Taxes, bad debt accrual, and accrued expenses, but excluding payables to any of the Company’s Affiliates, employees, officers or Members and the current portion of long term Indebtedness, determined in accordance with GAAP and in a manner and on a basis consistent with the preparation of the Financial Statements for the fiscal year ended December 31, 2007.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided in this Section 2.4(b) to reflect the difference between Closing Working Capital and the Estimated Closing Working Capital. “Closing Working Capital” means (A) the consolidated Included Current Assets of the Company, less (B) the consolidated Included Current Liabilities of the Company, determined as of the close of business on the Effective Date. “Included Current Assets” means and includes only $250,000 in cash plus all accounts receivable, inventory, deposits and prepaid expenses, but excluding deferred tax assets and receivables from any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end. “Included Current Liabilities” means and includes only accounts payable, accrued Taxes and accrued expenses, but excludes payables to any of the Company’s Affiliates, managers, employees or officers and any of their Affiliates and the current portion of long term Indebtedness, determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company’s Financial Statements that were included in Seller’s audited financial statements for the most recent fiscal year end as if such accounts were being prepared and audited as of a fiscal year end.
Post-Closing Date Purchase Price Adjustment. (a) The target working capital of the Company as of the Closing Date is $0 (such target working capital, the "TARGET WORKING CAPITAL"). "Working Capital" means the current assets of the Company minus all current liabilities of the Company; provided, however, that the following shall be excluded from the calculation of Working Capital: (i) all intercompany payables and receivables except to the extent any such specific intercompany payables are expressly assumed by Buyer at the Closing (e.g., accrued bonuses and related benefit costs, Seller funded infrastructure costs, etc.); (ii) deferred revenues; and (iii) income taxes, whether prepaid, paid, owing or deferred. Notwithstanding anything to the contrary herein, for purposes of this Section 2.3, Working Capital shall include any income tax liability related to deferred revenues which originate after December 31, 2005 and which remain on the Closing Balance Sheet, but only to the extent Seller has received cash for such deferred revenues, and such income tax liability shall be calculated using a combined overall tax rate of 40% for Federal and state income tax purposes.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between Closing Working Capital and Estimated Closing Working Capital.
(ii) Within 30 days following the Closing Date, the Buyer shall deliver to the Securityholders’ Representative a balance sheet of the Company as of the closing of business on the Closing Date (the “Closing Balance Sheet”), reviewed by the Company’s accountants, and a statement of Closing Working Capital derived from the Closing Balance Sheet (the “Closing Working Capital Statement”). The Closing Balance Sheet and the Closing Working Capital Statement shall be prepared in accordance with GAAP and Schedule 1.7(a) attached hereto; provided, that, to the extent that Schedule 1.7(a) differs from GAAP, Schedule 1.7(a) shall govern. Immediately following delivery of the Closing Balance Sheet and the Closing Working Capital Statement, the Securityholders’ Representative (and its representative) shall have reasonable access to the books and records (including financial statements) of the Company during regular business hours to the extent necessary to verify the Buyer’s preparation of the Closing Balance Sheet and its computation of the Closing Working Capital Statement.
(iii) The Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon) delivered to the Securityholders’ Representative by the Buyer shall be conclusive and binding upon the parties unless the Securityholders’ Representative, within 30 days after delivery to the Securityholders’ Representative of the Closing Balance Sheet and the Closing Working Capital Statement, notifies the Buyer in writing that the Securityholders’ Representative disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. The parties shall in good faith attempt to resolve any dispute and, if the parties so resolve all disputes, the Closing Balance Sheet and the Closing Working Capital Statement (and the computation of Closing Working Capital indicated thereon), as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If the parties do not reach agreement in resolving the dispute within 30 days after notice is given by the Securityholders’ Representative to the Buyer pursuant to the second preceding sentence, the parties shall submit the dispute to a nationally recogniz...
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided in this Section 3.3(b) to reflect the difference between Closing Working Capital and Estimated Closing Working Capital. “Closing Working Capital” means (A) the consolidated Included
Post-Closing Date Purchase Price Adjustment. The parties hereto acknowledge that the Purchase Price has been based in part on the Company and its Subsidiaries having an estimated net working capital at Closing of $18,711,900 (the “Estimated Closing Net Working Capital”). The Sellers represent that the estimated consolidated balance sheet of the Company as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”) and the statement of the Estimated Closing Net Working Capital, derived from the Estimated Closing Balance Sheet, in each case prepared by the Company and delivered to Purchaser, which are attached hereto in Schedule 3.3, were prepared by the Company in accordance with GAAP as if such Estimated Closing Balance Sheet were being prepared and audited as of a fiscal year end (except for the absence of notes and other textual disclosure
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Initial Purchase Price shall be adjusted as provided herein to reflect the difference between the amount of Actual Closing Date Net Free Cash Amount and the Estimated Closing Date Net Free Cash Amount and the Actual Unpaid Company Transaction Expenses (if any) and the Estimated Unpaid Company Transaction Expenses (if any); provided, however, that there shall be no adjustment to the Initial Purchase Price in the event that there is any Free Cash Excess.
(ii) Within sixty (60) days following the Closing Date, Parent shall deliver to the Holder Representative (A) a statement containing a calculation of the actual Net Cash as of the Closing Date (the “Actual Closing Date Net Free Cash Amount” and such statement, the “Closing Date Net Free Cash Amount Statement”), which shall be prepared by Parent in accordance with Company Accounting Methodologies and (B) a statement containing a calculation of the Unpaid Company Transaction Expenses as of the Closing Date (billed to the Company on or after the Closing Date) (the “Actual Unpaid Company Transaction Expenses” and such statement, the “Closing Date Unpaid Company Transaction Expenses Statement”).
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Purchase Price shall be adjusted as provided herein to reflect the difference between actual Adjustment Items, as determined in accordance with this Section 1.9(b), and the estimated Adjustment Items. “Closing Working Capital” (which can be positive or negative) means the amount of working capital of the Company as determined in accordance with Exhibit I to this Agreement as of the Calculation Time.
Post-Closing Date Purchase Price Adjustment. (i) Following the Closing, the Initial Cash Purchase Price shall be adjusted as provided herein to reflect the difference between the amount of Actual Adjusted Working Capital and the Estimated Adjusted Working Capital.
(ii) Within ninety (90) days following the Closing Date, Parent shall deliver to the Equityholder Representative a statement containing a calculation of the actual Adjusted Working Capital as of the Closing Date (the “Actual Adjusted Working Capital” and such statement, the “Closing Date Adjusted Working Capital Statement”), which shall be prepared by Parent consistent with the preparation of the statement of Estimated Adjusted Working Capital.