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"):
(i) On the Closing Date, the Shareholders and the Purchaser shall prepare, jointly and in good faith, an estimate of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital");
(ii) If the Estimated Net Working Capital exceeds the Required Amount, Star Leasing shall, immediately prior to the Closing, make a distribution to the Shareholders, in cash, of an amount equal to such excess; if the Required Amount exceeds the Estimated Net Working Capital, each Shareholder shall, immediately prior to the Closing, contribute to Star Leasing, in cash, an amount equal to the product of such excess and the Shareholder's Percentage of such Shareholder; provided, however, that no Shareholder shall be required to make a contribution to Star Leasing in excess of the aggregate distributions made to such Shareholder by Star Leasing from and after December 31, 1997;
(iii) Within thirty (30) days after the date that all information is available as required to calculate the Net Working Capital as of the Closing Date, the Purchaser shall deliver to the Shareholders a written report (the "Purchaser Report") setting forth the Purchaser's calculation of the Net Working Capital as of the Closing Date;
(iv) Within thirty (30) days after delivery of the Purchaser Report to the Shareholders, the Shareholders may deliver to the Purchaser a written report (the "Shareholders Report") setting forth any disagreement of the Shareholders with the Purchaser Report and showing the Shareholders' calculation of the Net Working Capital as of the Closing Date. If the Shareholders do not submit a Shareholders Report within such period, then the Net Working Capital as of the Closing Date as set forth in the Purchaser Report shall be final and binding on the Shareholders and the Purchaser.
(v) If the Shareholders and the Purchaser are unable to resolve by good faith negotiations any differences between the Purchaser Report and a Shareholders Report within thirty (30) days of the Purchaser's receipt of such Shareholders Report, either the Shareholders or the Purchaser may elect to have the disagreements between the two reports resolved by a nationally recognized accounting firm mutually agreed upon by the parties hereto which shall not be the regular accountants for either the ...
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. 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. “Closing Date Net Working Capital” shall mean (i) the sum of the dollar amounts as of the Effective Time of those asset accounts of the Company listed in Section A of Schedule 1.2 attached hereto (without giving effect to the consummation of the transactions contemplated by this Agreement), less (ii) the sum of the dollar amounts as of the Effective Time of those liability accounts of the Company listed in Section A of Schedule 1.2 attached hereto (without giving effect to the consummation of the transactions contemplated by this Agreement), all as determined from the books and records of the Company (absent manifest error) and in accordance with the methodologies and procedures set forth in Schedule 1.2 attached hereto.
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. (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:
(i) First, each Party shall be allocated its Sharing Percentage of the Net Working Capital of CNL;
(ii) Second, each Party’s allocation of Net Working Capital of CNL shall be increased or decreased, as applicable, in accordance with Sections 2.2(b) and 2.2(c) hereof; and
(iii) Third, all other amounts paid by CNL in relation to a specific Company Property or group of Company Properties not consented to by a Party pursuant to Section 2.2 hereto, including, without limitation, amounts used to amortize debt securing a Company Property(ies), shall be allocated such as to decrease the allocation of Net Working Capital of CNL to the Party in whose Respective Portfolio such Company Property(ies) is held by such amount and to increase the other Party’s allocation of Net Working Capital of CNL by such amounts.
(b) The total amount of Net Working Capital allocated to each Party in accordance with Section 3.2(a) above shall be such Party’s “Deemed Net Working Capital Amount”.
(c) Each of MSREF and Ashford shall provide the other Party with full and complete access to all calculations and supporting information in such Party’s possession that is reasonably requested by the other Party to determine the Net Working Capital of CNL on the date of the Closing of the Asset Sales and each Party’s Deemed Net Working Capital Amount for a period of fifteen (15) days following the Closing of the Merger. If the Parties are unable to agree on each Party’s Deemed Net Working Capital Amount at the end of such fifteen (15) day period, the Parties shall negotiate in good faith to reach agreement on each Party’s Deemed Net Working Capital Amount for a period of thirty (30) days. If following such thirty (30) day period the Parties are unable to agree on each Party’s Deemed Net Working Capital Amount, an independent third party reasonably acceptable to both Parties shall determine each Party’s Deemed Net Working Capital Amount and such determination shall be binding on the Parties. All costs and expenses in relation to such determination by an independent third party shall be borne by the Parties in accordance with the Sharing Percentage. The Parties agree that they shall work together in good faith to properly and timely reflect the information provided by third-party franchisors promptly upon receipt of such information from such franchisors.
(d) If a Party...
Closing Date Net Working Capital. Attached hereto as Exhibit B is an estimated balance sheet of the Business as of the Effective Time (the “Closing Date Balance Sheet”), which has been prepared by Parent and which sets forth the estimated Net Working Capital of the Business as of the Effective Time (the “Closing Date Net Working Capital”) as well as an example of the interactions/relationships of all the adjustments set forth in this Section 1.5. 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 not inconsistent 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 basis; (ii) no amount is reflected with respect to Purchased 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; and (iii) the calculation of the Net Working Capital takes into account any rebates, xxxx backs or other discounts.
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. “Closing Date Net Working Capital” shall mean the Working Capital of the Company as of the start of business on the Closing Date.
