Determination of Estimated Working Capital. At least two business days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed on behalf of Seller by an authorized officer of Seller, dated the date of its delivery, stating that there has been conducted under the supervision of such officer a review of all relevant information and data then available and setting forth Seller’s best estimate of the Estimated Working Capital, including an estimate of the various accounts which such officer anticipates based upon the most recent available financial statements will be reflected on the Valuation Date Balance Sheet prepared in accordance with the Agreed Accounting Principles. Seller and Buyer will discuss such Estimated Working Capital and Seller shall consider in good faith any reasonable changes requested by Buyer. If the parties are unable to agree on the Estimated Working Capital, the Estimated Working Capital provided by Seller, after considering such changes requested by Buyer, shall be used solely for purposes of calculating any payments due at Closing pursuant to Section 4.2 and any subsequent adjustments thereto pursuant to Sections 3.3 and 3.4.
Determination of Estimated Working Capital. Not later than three, nor more than five business days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a certificate certifying the Seller’s good faith estimate of the Working Capital of the Company as of the Closing Date, and including an estimated unaudited balance sheet of the Company as of the Closing Date and also certifying that as of Closing, Company shall have no long term Indebtedness. Such determination of Working Capital shall be in accordance with GAAP and consistent with the Company’s historical financial statements. As promptly as practicable but not later than one business day prior to the Closing, the Buyer shall identify any adjustments that it believes are required to the certificate delivered by the Seller. If the Seller disputes any such adjustments, the Buyer and the Seller shall use reasonable best efforts to resolve such dispute, after which the Seller shall re-deliver to the Buyer the certificate with such adjustments as the Parties have agreed are appropriate. (The form of certificate finally delivered pursuant to this Section 2.4.1 and acceptable to the Buyer and the Seller is referred to herein as the “Closing Payment Certificate” and shall be used to determine the Cash Closing Amount under Section 2.2.)
Determination of Estimated Working Capital. Prior to the Closing Date, the Company and Stockholder Representative have prepared and delivered to Purchaser a certificate certifying the Company’s and Stockholder Representative’s good faith estimate of the Working Capital of Company as of the Closing Date (“Estimated Working Capital”), that included an estimated unaudited balance sheet of Company as of the Closing Date (“Estimated Closing Date Balance Sheet”). Upon receipt of the Estimated Closing Date Balance Sheet, Purchaser identified any adjustments that it reasonably believed were required to the certificate delivered by the Company and Stockholder Representative. On the Closing Date, if Stockholder Representative disputes any such adjustments, Purchaser and Stockholder Representative shall use Reasonable Best Efforts to resolve such dispute, after which Stockholder Representative shall re-deliver to Purchaser the certificate with such adjustments as the parties have agreed are appropriate. The form of certificate finally delivered pursuant to this Section 2.6(a) and acceptable to the Purchaser and the Stockholder Representative is referred to herein as the “Closing Payment Certificate.” The Company, Stockholder Representative and Purchaser acknowledge and agree that the Closing Payment Certificate shall be utilized by Purchaser to calculate the Initial Purchase Price. In the event that the Estimated Working Capital set forth in the Closing Payment Certificate is less than ninety two percent (92%) of the Working Capital Threshold, then the Initial Escrow Amount shall be increased by the amount equal to such shortfall (“Initial Working Capital Escrow Amount”).
Determination of Estimated Working Capital. (a) At the Closing, the Company shall deliver to Parent a certificate executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the Closing Date, stating that there has been conducted under the supervision of each such officer a review of all relevant information and data then available and setting forth the Company’s best estimate of the Estimated Working Capital. Such Estimated Working Capital shall be subject to approval by Parent.
(b) If the number obtained by subtracting the Estimated Working Capital from the Base Working Capital is a positive number, the Purchase Price shall be reduced by such amount. If the number obtained by subtracting the Estimated Working Capital from the Base Working Capital is a negative number, the Purchase Price shall be increased by such amount.
Determination of Estimated Working Capital. 2.5.1 Not less than five Business Days prior to the Closing, the Vendor shall prepare and deliver to the Purchaser two copies of the Estimated Working Capital Statement setting forth the Estimated Working Capital Amount. The calculation of the estimated Working Capital in the Estimated Working Capital Statement shall be based upon the Company's financial statements as at the end of the month prior to the Closing Date, adjusted for all transactions up to the close of business on the tenth Business Day prior to the Closing Date and estimated for transactions to the Business Day prior to the Closing Date. The Purchaser shall be entitled to attend and review all Inventory counts (which shall be conducted in accordance with standard industry practice) in respect of the calculation of estimated Working Capital pursuant to this Section 2.5.1.
2.5.2 The Parties further agree that to the extent the Estimated Working Capital Amount is positive and is greater than CDN$30,000,000 (the "Threshold Amount"), the Purchaser may by notice in writing to the Vendor prior to the Closing Date elect to defer payment of the amount of the Estimated Working Capital Amount in excess of the Threshold Amount (the "Deferred Working Capital Amount") and, if the Purchaser so elects, the Purchaser and Xxxxxx, jointly and severally, agree to pay the Deferred Working Capital Amount, with interest at the Prime Rate plus two (2%) percent, to the Vendor on the later of: (a) the 60th day following the Closing Date; (b) three Business Days after the Accountant's Determination (if applicable); and (c) three Business Days after the Arbitration Panel Determination (if applicable), by bank draft, certified cheque or wire transfer of immediately available funds. The Deferred Working Capital Amount shall be increased or decreased in accordance with Sections 2.6.2 and 2.6.3.
2.5.3 The Purchaser shall have the right to prepay the whole or any part of the outstanding balance of the Deferred Working Capital Amount, together with accrued but unpaid interest, at any time and from time to time. The Parties acknowledge that it is their mutual intention that such facility be paid and retired as soon as practicable and in any event not later than the date of the last payment contemplated in Section 2.5.2.
Determination of Estimated Working Capital. At least four (4) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a certificate executed on behalf of Seller by an authorized officer of Seller, dated the date of its delivery, stating that there has been conducted under the supervision of such officer a review of all relevant information and data then available and setting forth Seller’s best estimate of the Estimated Working Capital, including an estimate of the various accounts which such officer anticipates based upon the most recent available financial statements of Seller shall be reflected on the Preliminary Accounting Report prepared in accordance with the Agreed Accounting Principles and in accordance with Schedule 2.02. If, upon its review of the Estimated Working Capital, Purchaser disagrees with Seller’s calculation of the Estimated Working Capital, Seller and Purchaser shall negotiate in good faith to resolve any such dispute at or prior to the Closing, and Seller shall consider in good faith any reasonable changes requested by Purchaser. If the Parties are unable to agree on the Estimated Working Capital, the Estimated Working Capital provided by Seller, after considering in good faith such reasonable changes as are requested by Purchaser, shall be used solely for purposes of calculating any payments due at the Closing pursuant to Section 3.02 and any subsequent adjustments thereto pursuant to Sections 2.03 and 2.04.
Determination of Estimated Working Capital. (a) At least three business days prior to the Closing Date, the Company shall deliver to Parent a certificate executed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company, dated the date of its delivery, stating that there has been conducted under the supervision of each such officer a review of all relevant information and data then available and setting forth the Company’s reasonable best estimate of the Estimated Working Capital, including an estimate of the various accounts which such officers anticipate based on the most recent available financial statements and information will be reflected on the Valuation Date Balance Sheet prepared in accordance with the Agreed Accounting Principles.
(b) If the Base Working Capital exceeds the Estimated Working Capital, the Purchase Price shall be reduced by the amount of such excess. If the Base Working Capital is less than the Estimated Working Capital, the Purchase Price shall be increased by the amount of such deficiency.
Determination of Estimated Working Capital. Not less than five (5) and not more than ten (10) Business Days prior to the Closing Date, Domtar shall prepare and deliver to the Purchaser two copies of the Estimated Working Capital Statement setting forth its good faith estimate of the Estimated Working Capital Amount. The calculation of the Estimated Working Capital Amount in the Estimated Working Capital Statement shall be prepared in accordance with the principles and methodology set forth in Exhibit B hereto and based upon Domtar’s financial statements as at the end of the month prior to, other than as set out in Section 3.1, the last day prior to the Closing Date (the “Valuation Date”), adjusted and estimated to the Valuation Date.
Determination of Estimated Working Capital. Not later than three, nor more than five business days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a certificate certifying the Seller’s good faith estimate of the Working Capital of the Company as of the Closing Date, and including an estimated unaudited balance sheet of the Company as of the Closing Date. As promptly as practicable but not later than one business day prior to the Closing, the Buyer shall identify any adjustments that it believes are required to the certificate delivered by the Seller. If the Seller disputes any such adjustments, the Buyer and the Seller shall use reasonable best efforts to resolve such dispute, after which the Seller shall re-deliver to the Buyer the certificate with such adjustments as the Parties have agreed are appropriate. (The form of certificate finally delivered pursuant to this Section 2.4.1 and acceptable to the Buyer and the Seller is referred to herein as the “Closing Payment Certificate” and shall be used to determine the Cash Closing Amount under Section 2.2.)
Determination of Estimated Working Capital. No later than five (5) Business Days prior to the Closing Date, Company delivered to Purchaser (i) a statement (the “Closing Statement”) prepared in accordance with the books and records of USGP, Company and Service Entities setting forth Company’s good faith estimate of the Working Capital (“Estimated Working Capital”), (ii) an estimated consolidated balance sheet of Company as of the Closing Date (which will not be audited) and (iii) a statement identifying any adjustments to the Base Purchase Price pursuant to Section 2.4(b) as a result of Estimated Working Capital exceeding or being less than the Target Working Capital and (iv) reasonable supporting documentation, including granting Purchaser access to such work papers or other documents and information utilized in preparing the Closing Statement.
