Common use of Post-Closing Working Capital Adjustment Clause in Contracts

Post-Closing Working Capital Adjustment. (i) Not more than sixty (60) days after the Closing Time, the Purchaser shall deliver to ▇▇▇▇▇▇▇ ▇▇▇, M.D. (the “Company Representative”) a net working capital statement of the Company as of the Closing Time (the “Net Working Capital Statement”) prepared in accordance with generally accepted accounting principles (“GAAP”). The Net Working Capital, as defined in Section 3.4(b)(ii), of the Company reflected on the Net Working Capital Statement is referred to herein as the “Final Closing Time Working Capital Position.” The cash component of the Final Closing Time Working Capital Position shall be at least One Hundred Thousand and No/100 Dollars ($100,000). Subject to Sections 3.4(b)(iv) and (v) hereof, within ten (10) business days after the delivery of the Net Working Capital Statement, the Company or the Purchaser as the case may be, shall pay the Purchaser or the Company as the case may be, the amount by which the Agreed Closing Time Working Capital Position, as defined in Section 3.4(b)(iii) differs from the Final Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000) (the “Band Amount”). For the avoidance of doubt, if the Final Closing Time Working Capital Position exceeds the Agreed Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000), then the Purchaser shall pay the difference, less the Band Amount, to the Company. If the Final Closing Time Working Capital is less than the Agreed Closing Time Working Capital Position by more than Twenty Thousand and No/100 Dollars ($20,000), then the Company shall pay the difference, less the Band Amount, to the Purchaser. All payments under this Section 3.4(b)(i), as applicable, shall be by wire transfer in immediately available funds to a bank account designated by the Purchaser or the Company, as the case may be.