Benchmark Working Capital Statement Sample Clauses

Benchmark Working Capital Statement. Attached hereto as Schedule 1.7(a)-1 is the Net Working Capital Statement of the Company as of March 31, 2004 (the "Benchmark Working Capital Statement"). As used herein, "Net Working Capital" means, as of the specified date, on a consolidated basis, the current assets of the Company less the current liabilities of the Company, as determined in accordance with this Section 1.7(a). In the calculation of Net Working Capital as of the last day of the calendar quarter immediately preceding the Closing Date (the "Reference Date"), (i) Company Transaction Expenses incurred after March 31, 2004 and prior to or at Closing shall be added back to Net Working Capital; (ii) the amount of all reductions in the long-term portion of long-term debt reflected in the Benchmark Working Capital Statement shall be added back to Net Working Capital; (iii) payments made between March 31, 2004 and the Reference Date for the acquisition of fixed assets purchased after March 31, 2004 shall be added back to Net Working Capital; (iv) the out-of pocket cost incurred by the Company prior to the Reference Date to terminate the 401(k) Plan (as hereinafter defined) in accordance with Section 5.15 shall be added back to Net Working Capital; and (v) the fixed amount of $100,000 shall be added to the current assets of the Company. The components of Net Working Capital shall be determined in accordance with this Section 1.7(a) and, except as set forth in this Section 1.7(a), shall be determined in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the historical practices of the Company except with respect to a change in the application of percentage of completion accounting on multi-phase contracts which has previously been disclosed to the Parent. For the avoidance of doubt, the obligation to pay Cash Retention Bonuses and Equity Retention Bonuses and any severance payment obligations of any Acquired Company to any of its employees that may be made redundant by the Parent after the Closing are obligations of the Parent and will not be reflected as liabilities of the Company on the determination of Net Working Capital."
Sample 1
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Benchmark Working Capital Statement. Attached hereto as Schedule 1.7(a)-1 is the Net Working Capital Statement of the Company as of March 31, 2004 (the "Benchmark Working Capital Statement"). As used herein, "Net Working Capital" means, as of the specified date, on a consolidated basis, the current assets of the Company less the current liabilities of the Company. In the calculation of Net Working Capital as of the last day of the calendar quarter immediately preceding the Closing Date (the "Reference Date"), (i) Company Transaction Expenses incurred after March 31, 2004 and prior to or at Closing shall be added back to Net Working Capital; (ii) the amount of all reductions in the long-term portion of long-term debt reflected in the Benchmark Working Capital Statement shall be added back to Net Working Capital; (iii) payments made between March 31, 2004 and the Reference Date for the acquisition of fixed assets purchased after March 31, 2004 shall be added back to Net Working Capital; and (iv) the out-of pocket cost incurred by the Company prior to the Reference Date to terminate the 401(k) Plan (as hereinafter defined) in accordance with Section 5.15 shall be added back to Net Working Capital. The components of Net Working Capital shall be determined in accordance with this Section 1.7(a) and, except as set forth in this Section 1.7(a), shall be determined in accordance with United States generally accepted accounting principles
Sample 1

Related to Benchmark Working Capital Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Final Statement Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions under Section 16.3, and the amount retained as reserves by the Liquidator under Section 16.4.

  • Annual Statements within 105 days after the end of each fiscal year of the Company, duplicate copies of,

  • Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

  • Additional Financial Statements Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23

  • Annual Statement The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

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