Closing Working Capital Statement Sample Clauses

Closing Working Capital Statement. As promptly as practicable, and in any event within 90 calendar days after the Closing Date, the Purchaser shall deliver or cause to be delivered to the Parent (i) a statement of assets acquired and liabilities assumed of the Southern Business as of and including the Closing Date (the “Closing Date Balance Sheet”), prepared using the same accounting principles, methodologies, policies and practices used in the preparation of the Balance Sheet (including the Balance Sheet Principles), and (ii) a statement setting forth the Purchaser’s calculation of Closing Working Capital (the “Closing Working Capital Statement”). Each of the Closing Date Balance Sheet and the Closing Working Capital Statement shall include items that are updated in accordance with Section 1.10.

Closing Working Capital Statement and (II) a statement of' Closing Net Indebtedness derived from the Closing Balance Sheet (the "Closing Net Indebtedness Statement" and, together with the Closing Working Capital Statement, the "Closing Statements"). The Closing Balance Sheet and the Closing Statell1ents shall be prepared in accordance with Brazilian GAAP, consistently applied and in a manner consistent with the past practice of the Company. For sake of clarity, the Parties acknowledge that any changes made by the Purchaser to any accounting methods, practices, principles, policies and procedures applied by the Company shall not be considered for the purposes of preparing the Closing Statements or the Closing Balance Sheet; provided, however, that nothing herein shall limit the Purchaser's ability to make any adjustments with respect to any items that were not properly or accurately allocated or reflected in the Unaudited Financials from which the Target Working Capital and the Target Net Indebtedness were derived) in accordance with the Company's past practice. and to reflect such changes or correct such errors in the Closing Statements or the Closing Balance Sheet. The Shareholders shall provide such information as may be required by the Purchaser and its designated accounting firm as soon as practicable after the Closing in order for the Purchaser to prepare the Closing Balance Sheet and the Closing Statements within the time frame set forth above, and shall cooperate with any and all requests by the Purchaser and its designated accounting firm for information and back-up

Closing Working Capital Statement. (a) As promptly as practicable following the Closing, but not later than 60 days thereafter, Seller shall (1) prepare and deliver to Buyer a statement of the consolidated current assets and current liabilities of Company and the Company Subsidiaries as of the close of business on the last business day immediately preceding the Closing Date, including a calculation of the Adjustment Amount (the "CLOSING WORKING CAPITAL STATEMENT"), which shall be prepared in accordance with SCHEDULE 2.3 attached hereto; and (2) deliver to Buyer a report of PricewaterhouseCoopers LLP or another nationally-recognized independent public accounting firm selected by Seller ("SELLER'S ACCOUNTANTS") stating that the Closing Working Capital Statement has been prepared in accordance with SCHEDULE 2.3. (b) Buyer may cause another independent public accounting firm selected by Buyer ("BUYER'S ACCOUNTANTS"), to conduct a review of the Closing Working Capital Statement. Representatives of Buyer and Buyer's Accountants shall have reasonable access to all journal entries and other records used by Seller in its preparation of the Closing Working Capital Statement. Within 45 days after Buyer's receipt of the Closing Working Capital Statement and report of Seller's Accountants, Buyer shall deliver written notice (the "BUYER'S NOTICE") to Seller either (i) stating that Buyer accepts the Closing Working Capital Statement or (ii) describing in reasonable detail, including the nature and amount thereof, each adjustment (a "PROPOSED ADJUSTMENT") that Buyer proposes be made to the Closing Working Capital Statement; PROVIDED, HOWEVER, that Buyer's Notice of any Proposed Adjustment shall not be effective unless accompanied by a special report of Buyer's Accountants stating that each such Proposed Adjustment is required to be made in order for the Closing Working Capital Statement to have been prepared in accordance with SCHEDULE 2.3. Furthermore, the Closing Working Capital Statement shall not be subject to any adjustment unless the aggregate amount of all such adjustments as finally determined exceeds $300,000; PROVIDED, that, if such adjustments exceed $300,000, then the final amount of such adjustments (and not merely the excess over $300,000) shall be included in the Closing Working Capital Statement and the final determination of the Adjustment Amount. If Seller has not received Buyer's Notice within such 45-day period, Buyer shall be deemed to have accepted the amount of the working capital an...

Closing Working Capital Statement. (i) As soon as practicable (but in no event later than 45 days after the Closing Date), the Sellers' Representative shall prepare and deliver to the Purchaser a proposed closing net working capital statement of the Company as of the close of business on the Closing Date (the "CLOSING NET WORKING CAPITAL STATEMENT"). The Closing Net Working Capital Statement will reflect the Working Capital Assets, the Working Capital Liabilities and the Closing Net Working Capital Amount as of the close of business on the Closing Date and will be prepared on a basis consistent with the preparation of the Balance Sheet. For purposes hereof, "WORKING CAPITAL ASSETS" shall mean the current assets of the Company, excluding cash and short term investments; "WORKING CAPITAL LIABILITIES" shall mean the current liabilities of the Company; and "CLOSING NET WORKING CAPITAL AMOUNT" shall mean the excess (or deficiency) of Working Capital Assets over Working Capital Liabilities as of the close of business on the Closing Date. It is expressly agreed and understood that amounts that have accrued and will become due to (a) Mr. J. Stanton Kane pursuant ▇▇ ▇▇▇ ▇▇▇▇▇▇▇v▇ ▇onus Agreement by and between Cardinal and Mr. J. Stanton Kane dated D▇▇▇▇▇▇▇ 29, 19▇▇, (b) Mr. Richard Demers pursuant t▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇nus Agreement by and between Cardinal and Mr. Richard Demers dated ▇▇▇▇▇▇▇▇ ▇▇, 1994, and (c) Mr. James Branam pursuant to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇nus Agreement by and between Cardinal and Mr. James Branam dated Decem▇▇▇ ▇▇, ▇▇▇▇ (Mr. J. Stanton Kane, Mr. Rich▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇. Ja▇▇▇ ▇▇▇▇▇▇ collectivel▇ ▇▇▇ "▇▇▇▇▇▇▇▇E BONUS EMPLOYEES") if such Incentive Bonus Employee remains employed by Cardinal through and including March 31, 1998 shall not be included in the calculation of Working Capital Liabilities.

Closing Working Capital Statement. (i) Prior to the Closing Date, BDO Seid▇▇▇, ▇▇P ("BDO") shall be retained to calculate the amount of the Working Capital of the Company at the Closing Date in accordance with the terms hereof. As promptly as practicable, but in any event within thirty calendar days following the Closing Date, BDO shall prepare and deliver a statement of the amount of the Working Capital of the Company at the Closing Date (the "Closing Working Capital Statement") to the Acquisition Sub and the Stockholders'

Closing Working Capital Statement. “Closing Working Capital Statement” shall have the meaning set forth in Section 3.11(b)(i) hereof.

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Closing Working Capital Statement. The Pre-Closing Working Capital Statement shall be prepared in a manner consistent with the accounting methods, policies, practices and procedures of the relevant Swiss Company used in the preparation of the Audited Financial Statements except as set forth in Schedule 1.

Closing Working Capital Statement. (a) Within thirty (30) days following the Closing Date, the Parent shall prepare, in accordance with GAAP consistently applied and using the same practices, principles and methodologies used in preparing the Audited Financial Statements, and shall deliver to the Securityholders’ Representative, a statement setting forth the calculation of the amount (“Closing Working Capital”) at Closing obtained by subtracting: (i) the amount of the current liabilities of the Company and its Subsidiaries, including, without limitation, the employer portion of all employment Taxes resulting from or related to the payment of any ordinary payroll compensation arising from or related to any periods prior to Closing, including, without limitation, any bonus or any payments in respect of any Options, Phantom Options or restricted stock, from (ii) the amount of the current assets of the Company and its Subsidiaries, excluding any income Tax assets of the Company or any of its Subsidiaries; it being acknowledged that, notwithstanding anything contained herein to the contrary, none of the following items shall be included in calculating the Closing Working Capital: (A) any amount outstanding from the Company to any Affiliate of the Company, or from any Affiliate of the Company to the Company; (B) Company Indebtedness; (C) Transaction Fees; or (D) the Aggregate Phantom Option Payment, all of which items in clauses (A), (B), (C) and (D) shall be paid and discharged prior to or at Closing; (E) the Company’s unpaid estimated tax payment otherwise due March 15, 2012 or (F) any FIN 48 current reserves. (b) Within thirty (30) days after its receipt of such statement, the Securityholders’ Representative shall examine such statement, and any determinations, computations, and decisions made in the preparation thereof. In the event the Securityholders’ Representative shall disagree with any of the determinations, computations or decisions relating to the preparation of such statement, the Securityholders’ Representative shall, within thirty (30) days after its receipt of such statement, serve notice of such disputed item or items upon the Parent, and the Securityholders’ Representative and the Parent shall thereupon endeavor to reach agreement with respect thereto. Any failure by the Securityholders’ Representative to deliver such notice within such period with respect to such statement shall be deemed conclusive acceptance by the Securityholders’ Representative and the Company Stockholders ...