Determination of Working Capital. (a) On or before April 1, 2002, KMI shall submit to HSR a statement (the "WORKING CAPITAL STATEMENT"), prepared and certified by KMI, containing the computation of the Working Capital and setting forth the payment due pursuant to Section 2.1(b)(vi) in connection therewith (the "PROPOSED WORKING CAPITAL Adjustment"). If HSR disputes the correctness of the Proposed Working Capital Adjustment, HSR shall notify KMI of its objection in writing within 30 days after receipt of the Proposed Working Capital Adjustment, which notice shall set forth in reasonable detail the reasons for HSR's objections. If HSR fails to deliver such notice within such 30-day period, HSR shall be deemed to have accepted the Proposed Working Capital Adjustment. KMI and HSR shall endeavor in good faith to resolve any disputed items within 20 days after KMI's receipt of notice of HSR's objections. If they are unable to do so, each Party shall have the right to refer the dispute to the Auditor for resolution and determination of the adjustments, if any, that are necessary for the Proposed Working Capital Adjustment to present fairly in all material respects, the calculation of the Working Capital as of the close of business on the date immediately preceding the Effective Time on the basis of the accounting methods described in Schedule 1.1(j). Such determination by the Auditor shall be conclusive and binding on the Parties. The fees of the Auditor incurred in resolving any such dispute shall be shared equally by KMI and XXX.
(b) The amount due pursuant to Section 2.1(b)(vi) as finally determined pursuant to this Section 2.6 (whether by failure of HSR to deliver notice of objection, by agreement of the Parties or by determination by the Auditor) is referred to herein as the "WORKING CAPITAL ADJUSTMENT". If the Working Capital Adjustment is an amount payable by HSR to KMI, HSR shall pay such amount to KMI together with interest on such amount at the Prime Rate from the Effective Time to, but excluding, the date of payment. If the Working Capital Adjustment is an amount payable by KMI to HSR, KMI shall pay such amount to HSR together with interest on such amount at the Prime Rate from the Effective Time to, but excluding, the date of payment. Any payment under this Section 2.6 shall be made not later than two Business Days after determination of the Working Capital Adjustment in immediately available funds by wire transfer to a bank account designated by the Party entitled to receive the paym...
Determination of Working Capital. Attached hereto as Annexure A is the Target Working Capital Statement for the Target Entity. Each line item of the Target Working Capital Statement has been determined based on the line items/GL Code Combination items in the Special Purpose Management Accounts attributable to such line item as identified in the Exhibit referenced to the right of each line item in the Target Working Capital Statement and included as part of Annexure A (with such adjustments as are specified in the applicable Exhibit). The parties agree that the Target Working Capital and the Completion Working Capital shall be determined using a consistent methodology (unless otherwise specified in Annexure A) and, based solely on the same line items/GL Code Combination items in the Special Purpose Management Accounts referenced in the applicable Exhibits to the target Working Capital Statement attached as Annexure A. For greater certainty, the difference between the Completion Working Capital and Target Working Capital originally denominated in Australian dollars shall be converted to US dollars in accordance with clause 5.1(d) of this Schedule 6.
Determination of Working Capital. 17 6.6 Break-Up Fee; Expenses............................................18 6.7
Determination of Working Capital. (a) . Not later than five days prior to the Closing Date, Tandycrafts shall prepare and deliver to the Buyer a statement estimating the Current Assets, Current Liabilities and Bankruptcy Claims (calculated in accordance with this section 6.5) as of the close of business on December 31, 2002 together with a certification by the chief financial officer of the Sellers, on behalf of the Sellers, (a) that the Current Assets, Current Liabilities and Bankruptcy Claims were determined in accordance with the books and records of the Sellers and in accordance with the terms of this agreement and (b) whether the Sellers reasonably believe, based on the estimate, that the Working Capital of the Sellers as of December 31, 2002 will be at least $19,637,000. The estimate of Working Capital as of the close of business on December 31, 2002 shall be calculated in a manner consistent with the calculation as of September 30, 2002 and the terms of this agreement. As used in this agreement:
Determination of Working Capital. (a) Forthwith following the Closing, Buyer shall cause its auditor to prepare a calculation of the March 31 Working Capital and the Closing Working Capital. Such calculations shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, except as otherwise specifically provided herein. The Closing Working Capital shall be calculated on the basis that Westel shall claim capital cost allowance to the maximum extent permitted under the Income Tax Act which is necessary to minimize Westel's income tax liabilities prior to the Closing Date.
(b) The Buyer shall ensure that its auditor cooperates with the BCR's auditor in preparing such calculations. Copies of all working papers of the Buyer's auditor shall be made available to BCR's auditor for review. Representatives of BCR or BCR's auditor shall be permitted to be present at and to participate in any procedures taken in order to make the calculation of Closing Working Capital. A copy of the draft calculations of March 31 Working Capital and the Closing Working Capital shall be delivered to each party within thirty days (30) days of the Closing Date. The Buyer shall, and shall cause its auditor to, meet with BCR and BCR's auditor forthwith thereafter to review such draft calculations so that the parties can agree on the calculations of March 31 Working Capital and the Closing Working, Capital by the fortieth day after the Closing Date. Failing agreement by such time, the Buyer's auditor shall deliver the final calculations of March 31 Working Capital and the Closing Working Capital on the fortieth day after the Closing Date and any dispenses relating to such calculations shall be resolved pursuant to Section 2.4.
Determination of Working Capital. Parent and the Company will conduct a review of all current assets and current liabilities included within the Company's Working Capital by the close of business the day before the Closing Date. Such review may be observed by representatives of Parent and the Company and their accountants. "Working Capital" means the aggregate dollar value, all as determined in accordance with GAAP, of (a) the Company's consolidated total current assets, less (b) the Company's total consolidated current liabilities (which current liabilities do not include the severance amounts disclosed in part 4.7(b) of Schedule 4.7).
Determination of Working Capital. The amount of the Unadjusted Consideration is determined, in part, on the assumption the Net Working Capital of the Company will be negative Five Million Six Hundred Thirty Eight Thousand Dollars (-$5,638,000) (the "Assumed Net Working Capital"). Exhibit 1.8 of the Disclosure Schedules sets forth the method by which the Assumed Net Working Capital was calculated, which shall be the method used for calculating the Net Working Capital. Not less than ten (10) days prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent a written statement (the "Working Capital Statement") of its calculation of the Net Working Capital as of the end of the month immediately prior to the anticipated Closing Date, provided that if the end of such month is less than thirty (30) days from the anticipated Closing Date, then the Net Working Capital shall be determined as of the end of the second month immediately prior to the anticipated Closing Date (such date, the "Measurement Date"). Upon the request of Parent, the Company shall promptly make available, during normal business hours, to Parent, its employees and advisors who prepared the Working Capital Statement such information, documents, books, records and other back-up material as Parent may reasonably request and is necessary to calculate the Net Working Capital and prepare the Working Capital Statement. The Net Working Capital shall be calculated in the manner indicated on Exhibit 1.8.
Determination of Working Capital. Promptly after the Closing, Seller (with such assistance as Seller shall reasonably request of Buyer and its representatives) shall calculate the amount of the Purchase Price Adjustment based on its books and records of account maintained in accordance with Seller's standard practices with respect to the Business. For purposes of making such calculation, (i) the inventory to be taken into account in such calculation shall not include any items that are not purchased by Buyer pursuant to Section 1.5, (ii) the market value of raw materials shall be equal to the price applicable to such raw materials, delivered to the appropriate Business Site, as of the Closing Date, and (iii) the face amount of the Purchased Accounts Receivable shall be computed without taking into account any allowances against such accounts, including allowances for uncollectible accounts, warranties and returns.
Determination of Working Capital. 4.1 The Draft Working Capital Statement as agreed or determined in accordance with paragraph 3, shall:-
4.1.1 constitute the Working Capital Statement for the purposes of this Agreement; and
4.1.2 shall be final and binding on the Sellers and the Buyer.
4.2 The Working Capital shall be derived from the Working Capital Statement.
Determination of Working Capital
