Pre-Closing Adjustment Sample Clauses
A Pre-Closing Adjustment clause defines how certain financial figures, such as working capital or net debt, are estimated and adjusted before the closing of a transaction. Typically, the parties agree on target amounts for these figures, and if the actual numbers differ at closing, the purchase price is adjusted accordingly. This mechanism ensures that the buyer and seller are treated fairly based on the company's financial position at the time of closing, preventing unexpected gains or losses due to changes in key financial metrics between signing and closing.
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Pre-Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Purchaser (A) an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Balance Sheet”), (B) a statement (the “Estimated Closing Statement”) setting forth, in reasonable detail, and prepared in accordance with the Accounting Principles consistent with Section 3.3(h) below, (1) a good faith estimate of the Net Working Capital as of the Measurement Time (the “Estimated Closing Working Capital”), (2) a good faith estimate of the Indebtedness (excluding the Assumed Indebtedness) as of the Measurement Time (the “Estimated Closing Indebtedness”), together with the Payoff Letters, (3) a good faith estimate of the amount of Cash as of the Measurement Time (“Estimated Cash”), and (4) the amount and calculation of the Closing Share Consideration issuable to each Seller at the Closing as adjusted pursuant to Section 3.2 based on the foregoing amounts, and (C) a certificate executed by the Chief Financial Officer or an equivalent officer of the Company certifying each of the foregoing.
(ii) Section 3.3(a)(ii) of the Company Disclosure Schedule contains, with respect to the Estimated Closing Indebtedness anticipated to be included in the Estimated Closing Statement, such Estimated Closing Indebtedness, including the names of each Person to which such Estimated Closing Indebtedness is owed and the aggregate amounts owed to each such Person. The payoff letters evidencing such Estimated Closing Indebtedness (the “Payoff Letters”) shall state that if such aggregate amount so identified is paid in accordance with such Payoff Letter, such Indebtedness shall be repaid in full and, if applicable, all Encumbrances securing such Indebtedness shall be released.
(iii) The Company shall provide a reasonable level of supporting documentation for the Estimated Closing Statement, the Estimated Balance Sheet and any additional information reasonably requested by Purchaser related thereto. To the extent that Purchaser disagrees with any items set forth on the Estimated Closing Statement or the Estimated Balance Sheet, Purchaser may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Purchaser and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that if any disagreement between the Comp...
Pre-Closing Adjustment. Parent and Amedisys will prepare and deliver to Buyer at least five Business Days prior to the Closing Date (a) a statement (the “Pre-Closing Statement”), together with reasonable supporting documents, that sets forth its good faith estimate of the Purchase Price (the “Estimated Purchase Price”), including its good faith estimates of (i) the amount (if any) by which Amedisys Net Working Capital exceeds Target Amedisys Working Capital or the amount (if any) by which the Target Amedisys Working Capital exceeds Amedisys Net Working Capital, (ii) the amount (if any) by which LHC Net Working Capital exceeds Target LHC Working Capital or the amount (if any) by which the Target LHC Working Capital exceeds LHC Net Working Capital (iii) Closing Indebtedness, (iv) Transaction Expenses and (v) Closing Cash, and (b) an allocation of the Estimated Purchase Price among the Company Entities and Asset Sellers, in accordance with the methodologies set forth in Exhibit G; provided that (A) after the delivery of the Pre-Closing Statement and prior to the Closing, Parent and Amedisys shall, and shall cause the Company Entities to: (1) provide Buyer and its representatives with reasonable access to the relevant books, records, supporting data, and employees of the Company Entities, related to the information in the Pre-Closing Statement for the purposes of assisting Buyer and its Representatives in their review of the Pre-Closing Statement and (2) consider in good faith any reasonable comments and revisions provided by Buyer and its Representatives and cooperate in good faith to answer any questions and resolve any issues raised by Buyer, to the extent reasonable; and (B) Buyer may rely on the information in the Pre-Closing Statement and in no event shall Buyer have any Liability to Parent or any Person arising from or related to payments made in accordance with the terms hereof as provided in the Pre-Closing Statement. Parent and Amedisys shall prepare the Pre-Closing Statement in good faith in a manner consistent with the terms of (including the definitions in) this Agreement, including the Accounting Principles. To the extent Parent, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ agree to any revisions to the Pre-Closing Statement in connection with ▇▇▇▇▇’s comments, such revisions shall be binding on the Parties for the purposes of this Section 2.3 and the Sellers shall deliver to Buyer prior to the Closing a revised Pre-Closing Statement including such revisions.
Pre-Closing Adjustment. At Closing, (A) any amount by which the Estimated Net Working Capital exceeds the Net Working Capital Target will be added to the Seller Closing Cash Consideration, and (B) any amount by which the Estimated Net Working Capital is less than the Net Working Capital Target will be subtracted from the Seller Closing Cash Consideration.
Pre-Closing Adjustment. (a) On or before the fifth business day prior to the end of the Measurement Period, Newco shall prepare and deliver to the Other Parties estimates of (i) Nova I’s Leakage Amount and (ii) Nova II’s Leakage Amount. Not more than two (2) business days following receipt of such estimates, each of Nova I and Nova II shall notify Newco and Constellation OP as to whether such Party accepts such estimates. In the event that an estimate is accepted by both Nova I and Nova II, then such estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable (subject to any reasonable adjustments as may be subsequently agreed to by the parties). In the event that either Nova I or Nova II objects to any such estimate of a Leakage Amount, then Nova I, Nova II, Newco and Constellation OP agree to negotiate and resolve such dispute in good faith prior to the Closing to determine a new Leakage Amount for Nova I or Nova II, as applicable; provided, however, that Newco’s original estimate shall become the final Leakage Amount for Nova I or Nova II, as applicable, if such dispute is not resolved by the Closing.
(b) In determining a party’s FFO, for any quarter (including any partial quarter) for which FFO is not available, FFO for such quarter (or partial quarter) shall equal such party’s FFO for the most recent quarter in which FFO for such party is available (which, in the case of a partial quarter, shall be prorated based on the number of days elapsed in such quarter), with such adjustments as are necessary to take into account items that would cause FFO in such quarter (or partial quarter) to differ from such prior quarter’s FFO.
(c) Promptly following the final determination of Nova I’s Leakage Amount and Nova II’s Leakage Amount pursuant to clause (a) above and prior to the Closing, the Distributing Party’s Board of Directors (or a duly authorized committee thereof) shall declare a special dividend to holders of record of the Distributing Party’s shares immediately prior to the Nova I Effective Time or the Nova II Effective Time, as applicable, in an aggregate amount equal to the Distributing Party Special Dividend. The Distributing Party shall pay the Distributing Party Special Dividend in accordance with Section 3.02.
(d) Promptly following (i) the final determination of Nova I’s Leakage Amount and Nova II’s Leakage Amount pursuant to clause (a) above, (ii) the Constellation OP Contribution and (iii) the RED REIT Contribution, and prior to each of the Nov...
Pre-Closing Adjustment. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver or cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), setting forth in reasonable detail:
(i) a good-faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”);
(ii) a good-faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”);
(iii) a good-faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”);
(iv) a list of all Transaction Expenses that remain unpaid as of, or are due in connection with, the Closing and written invoices and wire instructions from each payee of such Transaction Expenses;
(v) the Aggregate Ticking Fee, if any; and
(vi) a calculation of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Applicable Accounting Principles. Seller agrees to consult with Buyer with respect to the Estimated Closing Statement, and Seller will consider in good faith any of Buyer’s comments to the Estimated Closing Statement; provided that Buyer shall not have any right to delay Closing or the payment of the Estimated Purchase Price as a result of any disagreement with such estimates set forth in the Estimated Closing Statement.
Pre-Closing Adjustment. (i) At least three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent (A) a schedule (the “Estimated Schedule”) which shall set forth, in reasonable detail, (I) the Estimated Closing Indebtedness, (II) a good faith estimate of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (III) the amount and calculation of the Exchange Ratio, Company Per Share Merger Consideration and Aggregate Closing Date Merger Consideration based on the foregoing estimated amounts, and (IV) the amount of Merger Consideration payable at Closing to each holder of Company Stock and Company Stock Options, and (B) a certificate executed by the Chief Financial Officer of the Company certifying each of the foregoing. If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date.
(ii) The Company shall provide a reasonable level of supporting documentation for the Estimated Schedule and any additional information reasonably requested by Parent related thereto. To the extent that Parent disagrees in good faith with any items set forth on the Estimated Schedule, Parent may deliver written notice of its disagreement to the Company at least one (1) Business Day prior to the Closing Date, and Parent and the Company shall negotiate in good faith to resolve such disagreements prior to the Closing; provided, that, if any disagreement between Company and Parent as to such Estimated Schedule is not resolved by the Closing Date, the Estimated Schedule prepared by the Company, as revised to reflect any agreed changes thereto but not any changes thereto that are not agreed, shall be the Estimated Schedule for purposes of this Article II.
Pre-Closing Adjustment. At least three Business Days prior to the Closing Date (or if the Closing Date is set less than four Business Days prior to its occurrence, on the Business Day following the date the Closing Date is set), the Sellers’ Representative shall prepare and deliver to the Purchasers’ Representative an estimated unaudited consolidated balance sheet of the Target Companies as of the Closing Date (the “Estimated Closing Date Balance Sheet”) and an estimate of the Closing Date Working Capital and a statement of the Closing Date Indebtedness including a separate calculation for each Target Company, each of which shall be prepared in accordance with U.S. GAAP, applied on basis consistent with the application of such principles in the preparation of the Financial Statements. The Sellers’ Representative shall also provide the Purchasers’ Representative with copies of all work papers and other documents and data used to prepare the Estimated Closing Date Balance Sheet. The Estimated Closing Date Balance Sheet shall be in form and substance reasonably satisfactory to the Purchasers and shall be accompanied by a certificate executed by a senior financial officer of Sellers’ Representative to the effect that to his actual knowledge the Estimated Closing Date Balance Sheet has been prepared in good faith in accordance with this Section 2.6(a). If the Estimated Closing Date Balance Sheet shows a Working Capital Shortfall (the “Estimated Working Capital Shortfall”), the Purchase Price shall be reduced by the aggregate amount of such Working Capital Shortfall and if the Estimated Closing Date Balance Sheet shows a Working Capital Surplus (the “Estimated Working Capital Surplus”), the Purchase Price shall be increased by the aggregate amount of such Working Capital Surplus.
Pre-Closing Adjustment. (a) The following capitalized terms used in this Agreement shall have the following meanings:
Pre-Closing Adjustment. (a) No later than three Business Days prior to the Closing Date, the Seller will prepare and deliver to the Purchaser a good faith estimate of Closing Net Working Capital (the “Estimated Closing Net Working Capital”) which is reasonably acceptable to the Purchaser, together with supporting workpapers for such estimate and other additional information reasonably requested by the Purchaser.
Pre-Closing Adjustment. No later than the fifteenth (15th) Business Day prior to the Closing Date, the Seller shall deliver to the Buyer the Pre-Closing Balance Sheet and the Seller’s good faith calculations of the amounts of the Pre-Closing Cash, the Pre-Closing Indebtedness and the Pre-Closing Net Working Capital, together with reasonable supporting details, whereupon the First Tranche Consideration shall be increased by the amount of the Pre-Closing Cash and, to the extent positive, the amount of the Pre-Closing Net Working Capital, and decreased by the amount of the Pre-Closing Indebtedness and, to the extent negative, the amount of the absolute value of the Pre-Closing Net Working Capital, in each case, as calculated by the Seller in good faith.