Closing Working Capital. (a) Within 75 days after the Closing Date, Buyer will prepare, or cause to be prepared, and deliver to the Representatives an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), which shall set forth Buyer’s calculation of Working Capital as of the Closing Date (“Closing Working Capital”). The Closing Working Capital Statement shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis substantially consistent with those used in the preparation of the Balance Sheet and will include the accounts identified on Schedule 1.5. In determining Closing Working Capital, the amount will be adjusted to account for the difference between the 2008 budgeted capital expenditures through the Closing Date detailed on Schedule 1.5(a) (the “Budgeted Capital Expenditures”), and the actual capital expenditures made with respect to the items detailed on Schedule 1.5(a) through the Closing Date (the “Actual Capital Expenditures”). To the extent the amount of the Budgeted Capital Expenditures exceeds the Actual Capital Expenditures incurred, the Closing Working Capital will be reduced in accordance with this Section 1.5(a). To the extent the Actual Capital Expenditures incurred exceeds the amount of Budgeted Capital Expenditures, and such excess is approved in writing by Buyer, then the Closing Working Capital will be increased in accordance with this Section 1.5(a).
(b) Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives may, on or prior to the last day of the Review Period, deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to Buyer’s calculation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Sellers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Representatives’ calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement.
(c) Unless the Representatives deliver the Notice of Objection to Buyer within the Review Period, Sellers s...
Closing Working Capital. “Closing Working Capital” means the Working Capital of Communications and its Subsidiaries, on a consolidated basis, as reflected on the Agreed Closing Statement or the Final Closing Statement, as the case may be.
Closing Working Capital. The "Closing Working Capital" will be an amount equal to the Working Capital of the Subsidiary at and as of the Closing as determined under Sections 2.3(A)(1)-(4) above.
Closing Working Capital. 2.04(f) Code........................................................... 2.02(f) Company........................................................ Preamble Company By-laws................................................ 3.03(b) Company Cash................................................... 2.01(c) Company Certificate............................................ 3.03(b) Company Common Stock........................................... 2.01
Closing Working Capital. (a) If the Closing Working Capital is less than the Benchmark Working Capital, Sellers shall pay to Purchaser, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Purchaser in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Benchmark Working Capital and the Closing Working Capital.
(b) If the Closing Working Capital is greater than the Benchmark Working Capital, Purchaser shall pay to Sellers, in NOK and subject to Section 3.4.2 hereof, by electronic transfer in immediately available funds, and to the account designated by the Sellers in writing no later than three (3) Business Days prior to the date such payment is due, an amount equal to the difference between the Closing Working Capital and the Benchmark Working Capital.
Closing Working Capital. 1.7(a) Code .................................................................
Closing Working Capital. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Buyer will cause to be prepared and delivered to Seller an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), setting forth Buyer’s calculation of Closing Working Capital (as defined below). The Closing Working Capital Statement shall (x) be prepared in accordance with GAAP applied on a basis substantially consistent with those used in the preparation of the Balance Sheet
Closing Working Capital. Section 12.1...........................................
Closing Working Capital. (a) At least fifteen (15) days prior to the Closing Date, each party shall prepare and deliver, or cause to be prepared and delivered, to the other party a certificate certified by its Chief Financial Officer setting forth a good faith estimate of such party’s Working Capital as of the close of business on the day immediately prior to the Closing Date (the “WC Closing Certificate”). Such WC Closing Certificate shall set forth detailed calculations of such party’s Working Capital and be accompanied by reasonable supporting documentation. The parties shall discuss in good faith their respective determinations and any disagreements related thereto in order to agree to final Working Capital amounts for each party promptly prior to the Closing Date. In connection therewith, each party shall afford the other reasonable access upon the terms and conditions set forth in Section 5.5 to its officers, employees, agents, accountants, assets, properties, books and records in order to resolve any disagreement and finalize the parties respective Working Capital amounts.
(b) Following finalization of each party’s Working Capital amount under Section 5.23(a) above, if MM’s Working Capital does not represent 83.5% of the combined Working Capital amounts of MM and the Company as of the date of determination, MM shall take all necessary actions to cause the MM Working Capital to represent 83.5% of the combined Working Capital amounts of MM and the Company as finalized above, including making cash infusions or cash dividends or other distributions, as the case may be. For the avoidance of doubt, the Exchange Ratio shall not be adjusted as a result of the provisions of this Section 5.23 or of any actions taken by MM pursuant to this Section 5.23.
