Calculation of Working Capital. Not less than seven (7) days prior to Closing, Sellers shall prepare and provide to Buyer a certificate setting forth an estimate of the anticipated Closing Date Working Capital. Buyer shall have five (5) days to review and confirm the basis for Sellers' estimated Closing Date Working Capital. Sellers' calculation of the estimated Closing Date Working Capital shall be made in good faith and in a manner consistent with the calculation of Working Capital as of December 31, 2003 attached hereto as Schedule 1.6. Not later than sixty (60) days after the Closing Date, Sellers shall cause to be prepared the consolidated balance sheet of Sellers as of the Closing Date (such balance sheet being referred to as the "CLOSING BALANCE SHEET"), in accordance with generally accepted accounting principles consistently applied by Sellers in accordance with past practice for the financial statements described in Section 3.4 hereof. Such Closing Balance Sheet shall specifically identify any assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Sellers shall cause an independent public accounting firm selected by Sellers (with the consent of Buyer, such consent not to be unreasonably withheld), to review such Closing Balance Sheet and to issue, as soon as practicable but in any event not later than sixty (60) days after the Closing Date, an agreed procedures report to Sellers and Buyer as to the calculation of Working Capital transferred to Buyer or the Buyer Entities; provided that such accounting firm's report will not require the audit of Sellers' accounts for such purpose. Sellers will permit Buyer and/or Buyer's auditor (or other accounting firm as designated by the Buyer) at the earliest practicable date to review the certificate, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Any dispute which may arise between Sellers and Buyer as to the Working Capital calculation shall be resolved in the following manner:
Calculation of Working Capital. The calculation of the Target Working Capital for the Company is set forth on Schedule 2.5(a) hereto. Closing Working Capital shall be calculated by employing the same methods, practices, treatments, principles and procedures as used in determining Target Working Capital, as set forth on Schedule 2.5(a) hereto (such methods, practices, treatments, principles and procedures, the “Accounting Principles”), and in accordance with, and subject to, the terms of this Section 2.5. For the avoidance of doubt and for the purpose of determining Closing Working Capital, inventory shall be accounted for on a daily average cost basis, and to the extent there are differences between GAAP and the Accounting Principles, the Accounting Principles will prevail.
Calculation of Working Capital. Working Capital of the Business shall mean the amount calculated by adding the accounts receivable and inventory of the Business, to the extent such accounts receivable and inventory are consistent in nature and type with the accounts receivable and inventory shown on the Financial Statements, and subtracting from that amount the current liabilities of the Business, to the extent such current liabilities are consistent in nature and type with the current liabilities shown on the Financial Statements, all determined in accordance with generally accepted accounting principles consistently applied (except for the exclusion of footnotes and normal year-end adjustments) and in a manner consistent with the preparation of the Financial Statements.
Calculation of Working Capital. (a) For purposes of calculating Working Capital in accordance with Section 2.01(h) of the Merger Agreement, all references to "Closing Date" in Section 2.01(h) shall be deemed to refer to 11:59 p.m. (Central Standard Time) on December 31, 2005.
Calculation of Working Capital. Decrease (increase) in working capital, for the purposes of the calculation of Excess Cash Flow, means the following: Beg. of Period End of Period
Calculation of Working Capital. (a) Not less than seven (7) Business Days prior to the anticipated date for Closing (the “Anticipated Closing Date”), Company will deliver to Neurotrope a schedule (the “Working Capital Schedule”) setting forth, in reasonable detail, Company’s good faith, estimated calculation (the “Working Capital Calculation”) of Working Capital (using an estimate of the Company’s accounts payable, Transaction Costs and accrued expenses as of the Anticipated Closing Date and determined in a manner substantially consistent with the manner in which such items were determined in connection with the Company Financials) as of the close of business on the Business Day immediately preceding the Anticipated Closing Date (the “Working Capital Determination Time”) prepared and certified by Company’s Chief Financial Officer (or if there is no Chief Financial Officer, the Chief Executive Officer of the Company). The date on which the Working Capital Schedule is delivered being referred to hereinafter as the “Delivery Date”. Company shall make available to Neurotrope, as reasonably requested by Neurotrope, the work papers and back-up materials used or useful in preparing the Working Capital Schedule and, if requested by Neurotrope, the Company’s accountants and counsel at reasonable times and upon reasonable notice.
Calculation of Working Capital. The Estimated Working Capital Payment and the Final Working Capital will be determined in accordance with the methodologies set forth on Schedule 1.1(b); provided, however, that the liabilities included in the Final Working Capital shall include a liability equal to $72,500 for the employer contribution portion of accrued Medicare taxes payable on the Employee Bonus Pool.
Calculation of Working Capital. Within 60 days after the Closing, Lone Star will prepare and present to Shareholder a calculation of the Net Working Capital (defined below) of TFI as of the Closing (the "Working Capital Calculation"). The parties agree that the Working Capital Calculation shall be prepared so that it presents fairly the Net Working Capital of TFI as of the Closing using practices and procedures consistent with the preparation of the TFI Financial Statements (defined below). Shareholder and an independent certified public accountant selected and retained by Shareholder (the "Shareholder's Auditor") shall have the right to review and copy, promptly upon request, the work papers of Lone Star and/or its accountants utilized in preparing the Working Capital Calculation for purposes of verifying the accuracy thereof. The Working Capital Calculation shall be binding upon the parties unless shareholder gives written notice of disagreement with any of the values or amounts contained therein to Lone Star within 15 business days after receipt of the working Capital Calculation and the work papers, specifying in reasonable detail the nature and extent of such disagreement. If Lone Star and Shareholder are unable to resolve any such disagreement within such period, the disagreement shall be referred for
