Closing Date Working Capital Statement Clause Samples

Closing Date Working Capital Statement. (a) Not later than forty-five (45) days after the Closing Date, Seller will prepare and deliver to Buyer a statement of the Closing Date Working Capital Amount as of the close of business on the day prior to the Closing Date (the “Closing Date Working Capital Statement”), prepared in accordance with GAAP consistently applied, provided, however, notwithstanding GAAP to the contrary, (i) the amounts set forth opposite Adjustment #1, Adjustment #2 and Adjustment #3 on Schedule 1.1(mmm) shall not change and (ii) all payments made to Borland UK (Limited) in connection with the agreement identified in Schedule 4.6(e)(1) shall be capitalized as a current asset (reflecting any applicable amortization). Seller agrees to provide Buyer and Buyers’ accountants, at no cost to Buyer, access to the books and records of Seller to the extent reasonably requested by Buyer for purposes of reviewing the Closing Date Working Capital Statement and will cause appropriate personnel of Seller to provide reasonable assistance to Buyer and its representatives, at no cost to Buyer, in connection with their review of the Closing Date Working Capital Statement. (b) Unless Buyer notifies Seller in writing that Buyer disagrees with any aspect of the Closing Date Working Capital Statement (such notice to include Buyer’s objections and reasonably detailed proposed revisions to said statement and in reasonable detail the basis therefor along with any relevant supporting data), within thirty (30) days after receipt thereof, the Closing Date Working Capital Statement shall be conclusive and binding on Buyer and Seller. If Buyer so notifies Seller in writing within such thirty (30) day period, then Seller and Buyer shall attempt to resolve their differences with respect thereto within fifteen (15) days after Seller’s receipt of Buyer’s written notice of disagreement. If Buyer and Seller resolve their differences with respect to the Closing Date Working Capital Statement within such fifteen (15) day period, then the Closing Date Working Capital Statement, with such modifications necessary to reflect such agreement of Buyer and Seller, shall be conclusive and binding on Seller and Buyer. Any disputes not resolved by Seller and Buyer within such fifteen (15) day period regarding the Closing Date Working Capital Statement will be resolved by a nationally recognized independent accounting firm (i.e., “Big 4”) jointly retained by Seller and Buyer (the “Firm”). The Firm shall make a determination on ...

Closing Date Working Capital Statement. The Company shall have delivered to Parent and the Payment Agent the Closing Date Working Capital Statement at least three (3) business days prior to the Closing, which shall have been certified as having been prepared in good faith and based on reasonable assumptions by the Chief Financial Officer of the Company. The Closing Date Working Capital Statement shall include all invoices reasonably expected to be received by the Company at or prior to the Closing Date.

Closing Date Working Capital Statement. (a) Not later than sixty (60) calendar days after the Closing Date, the Vendor shall, using all reasonable efforts, cause a statement of Working Capital as of the Closing Date (the “Draft Closing Date Working Capital Statement” and, as finally determined pursuant to the provisions of this Section 2.4, the “Closing Date Working Capital Statement”) together with working papers setting out details of the calculations to be delivered to the Purchaser, which such Draft Closing Date Working Capital Statement shall (i) set out the Working Capital as of immediately prior to the Closing (such draft Working Capital, as finally determined in the Closing Date Working Capital Statement pursuant to the provisions of this Section 2.4, referred to as the “Closing Date Working Capital”) and (ii) be determined in accordance with generally accepted accounting principles and on a basis consistent with the indicative calculation set forth in Schedule 2.4(a) and the Business’ past practice used in calculating the components of Working Capital for preparation of the Financial Statements (except that, to the extent that the past practices of the Business used in determining the book value of any category or category item of any asset or liability are not consistent with generally accepted accounting principles, such past practices shall not be used in determining the book value of such category or category item of asset or liability in the Closing Date Working Capital). Any amounts included in the Closing Date Working Capital Statement denominated in a currency other than U.S. dollars shall be converted into U.S. dollars as set forth at, or as near as possible to, 4:00 p.m. (Eastern time) on the Closing Date on the Reuters World Currency Page for such currency, or, in the event that such rate does not appear on the applicable Reuters currency page, the spot rate of exchange of Bank of America, N.A. in the market where its foreign currency exchange operations in respect of such currency are then being conducted at, or as near as possible to, 4:00 pm (Eastern time) on the Closing Date. The Purchasing Parties shall reasonably cooperate with the Vendor and its accountants to the extent required to prepare the Draft Closing Date Working Capital Statement, including providing the Vendor and its accountants access at all reasonable times to the Corporation’s personnel, books and records for purposes of preparing the Draft Closing Date Working Capital Statement. (b) During the period fro...

Closing Date Working Capital Statement. Within ninety (90) days after the Closing Date, the Buyer shall prepare, or shall cause to be prepared, and deliver to the Equityholders’ Representative a statement of the Company as of the Calculation Time, which shall be prepared and determined in accordance with this Agreement and GAAP applied on a basis consistent with past practices of the Company (the “Closing Date Working Capital Statement”), in a form consistent with the Form Working Capital Statement, and shall include a statement of the amount of Working Capital that existed as of the Calculation Time, together with a representation that such Closing Date Working Capital Statement and such amount of Working Capital were prepared and determined in accordance with this Agreement and GAAP applied on a basis consistent with past practices of the Company. The Working Capital as finally determined pursuant to this Section 3.2 is referred to herein as the “Final Working Capital.” At the request of the Equityholders’ Representative, the Buyer shall provide the Equityholders’ Representative with information and documentation supporting the Closing Date Working Capital Statement and the Final Working Capital and shall make representatives of the Buyer available to answer questions with respect thereto.

Closing Date Working Capital Statement. Guimaraes shall have caused the Company to prepare and deliver to Buyer no later than five (5) Business Days before the Closing Date a statement (the “Estimated Working Capital Statement”) which shall set forth Guimaraes’ good faith estimate of (i) the Company's estimated Net Working Capital at the Closing Date, (ii) Target Working Capital (with the difference equaling the “Closing Working Capital”) and (iii) the Purchase Price, as adjusted pursuant to Section 1.02(c)(i) (such adjustment amount, the “Purchase Price Adjustment Amount”). The Estimated Working Capital Statement shall contain all information reasonably necessary to determine all applicable calculations, including appropriate supporting documentation.

Closing Date Working Capital Statement. A Closing Date Working Capital Statement will be provided prior to Closing (the Preliminary Closing Date Working Capital Statement), at Closing (the Estimated Working Capital Statement) and post-Closing (the Actual Closing Date Working Capital Statement) pursuant to Article III.