Closing Date Net Working Capital. Within sixty (60) days after the Closing Date, Agent shall deliver to Buyer a statement (the “Closing Date Net Working Capital Statement”) setting forth Agent’s calculation of Net Working Capital as of and including the Closing Date (the “Closing Date Net Working Capital”), together with an audit report of Resource Partners’ independent accountants certifying as to the accuracy of Agent’s calculations. The Closing Date Net Working Capital Statement is the “Closing Statement”. The Closing Statement shall also include a description of (i) all Indebtedness of the Acquired Companies as of and including the Closing Date set forth on Schedule 2.6 and not paid by Sellers pursuant to Section 2.6, except to the extent included in Current Liabilities of the Acquired Companies for purposes of calculating Net Working Capital (“Unpaid Indebtedness”), and (ii) all fees and expenses of Sellers and the Acquired Companies not paid by Sellers pursuant to Section 11.2, except to the extent included in Current Liabilities of the Acquired Companies for purposes of calculating Net Working Capital (“Unpaid Transaction Expenses”). The Closing Statement shall be prepared and all determinations therein made in accordance with the Accounting Principles and shall be consistent with the manner in which the Reference Net Working Capital Statement was prepared.
Closing Date Net Working Capital. “Closing Date Net Working Capital” shall mean the Net Working Capital of the Acquired Companies on a consolidated basis as of the Closing.
Closing Date Net Working Capital. Three Business Days prior to the Closing Date, the Company will deliver to the Asset Purchaser and WESGEN a statement setting forth a good faith estimate of the aggregate amount of the Net Working Capital of the Company as of immediately prior to the Purchase Closing, but without giving effect to the Transaction (the “Closing Date Net Working Capital”), which shall be updated on the Closing Date. The Asset Purchaser and WESGEN will have the right to review the Company’s relevant personnel, work papers and books and records to the extent necessary for reviewing such calculation. Such estimated Closing Date Net Working Capital is referred to herein as the “Estimated Closing Date Net Working Capital.”
Closing Date Net Working Capital. If the actual Closing Date Net Working Capital as shown on the Closing Date Balance Sheet is more than Fifty Thousand Dollars ($50,000.00) less than the Minimum Closing Date Net Working Capital, then, unless there is a dispute as contemplated in Section 2.4(c)(ii) below, Seller shall return to the Company the full amount of the difference between the amount by which the actual Closing Date Net Working Capital as shown on the Closing Date Net Working Capital Statement is less than the Minimum Closing Date Net Working Capital (the “Working Capital Reconciliation Payment”). Seller shall return the Working Capital Reconciliation Payment, if any, together with interest thereon at the Prime Interest Rate plus Two Percent (2.0%) from the Closing Date to the date of payment, by wire transfer of same-day funds, not later than the third (3rd) business day after determination of the actual Closing Date Net Working Capital, to an account that the Company shall designate.
Closing Date Net Working Capital. Attached hereto as Exhibit C is an estimated balance sheet of the Business as of the Effective Time (the “Closing Date Balance Sheet”), which has been prepared by the Parties and which sets forth the estimated Net Working Capital of the Business as of the Effective Time (the “Closing Date Net Working Capital”). Except as set forth below or specifically elsewhere in this Agreement (which express exceptions shall be final and binding on the applicable Parties and not subject to further adjustment inconsistent with such express exceptions), the Closing Date Balance Sheet was prepared in accordance with GAAP and, to the extent consistent with GAAP, in a manner consistent with the preparation of the Financial Statements, subject to the following: (i) Inventory is valued, in the aggregate, on a first in, first out, weighted average cost basis; (ii) no amount is reflected with respect to Inventory that is damaged, frozen and refrozen, or that consists of a quality or quantity not usable or saleable in the ordinary course of the Business; (iii) no amount is reflected with respect to Purchased Accounts Receivable (A) that are subject to dispute, offset, counterclaim or other claim or defense, or (B) that are not evidenced by an invoice rendered to the customer; (iv) the calculation of the Net Working Capital takes into account any rebates, xxxx backs or other discounts; and (v) any reserves and allowances for accounts receivable shall be established in accordance with GAAP. The Closing Date Balance Sheet provides that the Closing Date Net Working Capital is an amount equal to $10,850,480.
Closing Date Net Working Capital. Within 20 Business Days following the Closing Date, the Purchaser shall deliver to the Seller a statement (the "Statement") certified by Ernst & Young, the Purchaser's independent certified public accountants (the "Purchaser's Accountants"), setting forth a detailed calculation of the Closing Date Net Working Capital. The Statement shall be prepared in accordance with GAAP applied in a manner consistent with the manner applied in the preparation of the historical financial statements of the Company. The Seller shall have a period of 15 Business Days from the date it receives the Statement in which to review the same. For the purpose of such review, the Purchaser agrees to cause the Purchaser's Accountants to permit the Seller and its accountants to examine all working papers, schedules and other documentation used or prepared by the Purchaser's Accountants. The Statement shall be final and binding upon the parties unless the Seller gives written notice of its disagreement (a "Notice of Disagreement") to the Purchaser within 15 Business Days following receipt thereof (the "Dispute Notice Period"). Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. During the 20 Business Day period following delivery of the Notice of Disagreement (the "Dispute Resolution Period"), the Purchaser and the Seller shall make a reasonable good faith effort to resolve their differences. If, at the end of the Dispute Resolution Period, the Purchaser and the Seller have failed to reach written agreement with respect to all of such matters, then the matters specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be submitted to and reviewed by KPMG (the "Arbitrator"), provided that if the Arbitrator does not agree to perform the services called for hereunder, the Arbitrator shall instead be selected by the American Arbitration Association (the "AAA"), with preference being given by the AAA in making such selection to any of the nationally recognized accounting firms (other than the Purchaser's Accountants) which may be agreeable to perform such services. The Arbitrator shall consider only the Disputed Matters. The Arbitrator shall act promptly to resolve all Disputed Matters and its decision with respect to the Disputed Matters shall be final and binding upon the Seller and the Purchaser. Upon resolution by the Arbitrator of all Disputed Matters, the Arbit...
Closing Date Net Working Capital. Attached hereto as Exhibit A is an estimated balance sheet of the Company as of the Effective Time (the “Closing Date Balance Sheet”), which has been prepared by the Company and which sets forth the estimated Net Working Capital of the Company as of the Effective Time (the “Closing Date Net Working Capital”). The Closing Date Balance Sheet was prepared in accordance with sound business practices and in a manner consistent with the preparation of the Financial Statements, subject to the following: (i) Inventory is valued, in the aggregate, on a first-in, first-out basis; (ii) no amount is reflected with respect to Inventory that is damaged, beyond the stated expiration date, or frozen and refrozen; (iii) no amount is reflected with respect to accounts receivable (A) that are subject to dispute, offset, counterclaim or other claim or defense, (B) that are past due by ninety (90) days or greater, or (C) that are not evidenced by an invoice rendered to the customer; (iv) the calculation of the Net Working Capital takes into account any rebates, xxxx backs or other discounts; and (v) the calculation of the Net Working Capital includes an accrual for any post-termination benefits with respect to the Excluded Employees or any other former employee of the Company, including, without limitation, severance payments, COBRA Liabilities and any other similar benefits. The Closing Date Balance Sheet provides that the Closing Date Net Working Capital is an amount equal to $2,548,011.94.
Closing Date Net Working Capital. The Shareholders and -------------------------------- the Purchaser shall take the following actions to insure that the Net Working Capital as of the Closing Date shall be zero (the "Required Amount"):
Closing Date Net Working Capital. Attached hereto as Exhibit A is an estimated consolidated balance sheet of the Business as of the Effective Time (the “Closing Date Balance Sheet”) and an estimated net working capital statement as of the Effective Time (the “Closing Net Working Capital Statement”), which have been prepared by the Shareholders and which set forth, in the case of the Closing Date Balance Sheet, the estimated Net Working Capital of the Company as of the Effective Time (the “Closing Date Net Working Capital”) and, in the case of the Closing Net Working Capital Statement, the difference between the Targeted Net Working Capital and the Closing Date Net Working Capital (the “Closing Net Working Capital Adjustment”). The Closing Date Balance Sheet was prepared in accordance with Canadian GAAP, including with respect to proper reserves, and in a manner consistent with the preparation of the Financial Statements. The Closing Date Balance Sheet provides that the Closing Date Net Working Capital is an amount equal to $17,422,631 and that the Closing Net Working Capital Adjustment is plus $722,375.
Closing Date Net Working Capital. (a) On the date of the Closing of the Assets Sales, the Net Working Capital of CNL shall be apportioned to each Party as follows:
