Estimated Closing Working Capital. At least five (5) Business Days prior to the Closing Date, the Selling Members shall have caused Company to prepare in good faith and deliver to Buyer (a) an estimated unaudited balance sheet as of the close of business on the last Business Day immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), (b) a statement of the book value of Company’s current assets (excluding cash and including accounts receivable, but excluding the accounts receivable listed on Schedule 3.1 to this Agreement), less Company’s current liabilities (excluding Indebtedness, Transaction Expenses and all deferred revenue, both long-term and current) (the “Working Capital”) and as reflected on the face of the Estimated Closing Balance Sheet (the “Estimated Closing Working Capital”) and the Working Capital Target as reflected on the face of the Estimated Closing Balance Sheet (the “Estimated Working Capital Target”), and (c) the calculation for the Estimated Closing Working Capital Adjustment, in all cases without giving effect to the Transactions and with reasonable supporting calculations and detail. The Estimated Closing Balance Sheet, Estimated Closing Working Capital, Estimated Working Capital Target and Estimated Closing Working Capital Adjustment will be prepared in accordance with the GAAP, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. If Buyer disagrees with the Selling Members’ calculation of the Estimated Closing Working Capital, Estimated Working Capital Target or Estimated Closing Working Capital Adjustment, the Parties shall work together in good faith to resolve such disagreement prior to the Closing. If the Estimated Closing Working Capital Adjustment is a negative number, then the absolute value of the Estimated Closing Working Capital Adjustment shall be subtracted from the Initial Closing Consideration. If the Estimated Closing Working Capital Adjustment is zero, then no adjustment to the Initial Closing Consideration shall be made.
Estimated Closing Working Capital. If the Closing Working Capital stated in the Estimated Closing Balance Sheet Certificate (the “Estimated Closing Working Capital”) is less than the Collar Low Xxxx, the Merger Consideration payable as of the Closing will be reduced by an amount equal to the positive difference between such Estimated Closing Working Capital and the Target Working Capital. If the Estimated Closing Working Capital is greater than the Collar High Xxxx, the Merger Consideration payable as of the Closing will be increased by an amount equal to the positive difference between such Estimated Closing Working Capital and the Target Working Capital. In the event the Estimated Closing Working Capital neither exceeds the Collar High Xxxx nor is less than the Collar Low Xxxx, there will be no adjustment to the Merger Consideration payable as of the Closing arising out of the calculation of Closing Working Capital.
Estimated Closing Working Capital. Set forth on Schedule 3.3.1 is an estimate of the working capital of the Acquired Assets and the Assumed Liabilities at Closing, which amount shall be mutually agreed to by Seller and Buyer prior to the Closing Date (the “Estimated Working Capital”).
Estimated Closing Working Capital. As soon as practicable after the Closing Date, but no later than the thirtieth (30th) day after the Closing Date, Parent (or its audit committee or accountants) shall prepare and deliver to each Member Representative Parent’s calculation of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) as at the close of business on the Closing Date. For purposes of this Section 1.3, “Adjusted Net Working Capital” means (a) Current Assets of the Company as of the Closing Date minus (b) Current Liabilities of Company as of the Closing Date plus (c) any payables accrued on the Company’s balance sheet as of the Closing with respect to construction in progress or other costs related to opening of stores or other facilities and any cash or cash equivalents expended between January 1, 2011 and the Closing in satisfaction of such payables, plus (d) any liabilities accrued on the Company’s balance sheet as of the Closing Date with respect to Tax distributions contemplated by Section 4.1 of the Old Crumbs LLC Agreement and any cash or cash equivalents expended between January 1, 2011 and the Closing in satisfaction of such liabilities. For purposes of this Section 1.3, “Current Assets of the Company” means the current assets of the Company and the Company Subsidiaries calculated in accordance with Signing GAAP. For purposes of this Section 1.3, “Current Liabilities of the Company” means the current liabilities of the Company and the Company Subsidiaries calculated in accordance with Signing GAAP..
Estimated Closing Working Capital. 13.15 -vii- Term Section ---- -------
Estimated Closing Working Capital. At least five (5) Business Days before the Closing Date, the Seller Parties will prepare and deliver to Buyer a statement (the “Estimated Closing Working Capital Statement”) setting forth its good-faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”) prepared in accordance with the Accounting Principles.
Estimated Closing Working Capital. Not less than three (3) business days prior to Closing, the Seller Representative, on behalf of all of the Sellers, shall deliver to CBIZ and Buyer a balance sheet based as of the month end prior to the Effective Date and a good faith reasonable estimate of the Working Capital (as defined below) for the Subject Companies as of the Closing Date (the “Estimated Closing Working Capital”). To the extent that the Estimated Closing Working Capital is less than [**] (the “Target Working Capital”), such deficiency (the “Estimated Closing Working Capital Deficiency”) will be deducted from the cash portion of the Closing Date Payment to be paid to the Sellers. To the extent Estimated Closing Working Capital is in excess of the Target Working Capital, the amount of such excess which consists solely of cash shall be retained by the Selling Entities as an Excluded Asset or MC FOS Excluded Asset, as applicable (the “Excess Cash”), and, for purposes of Section 1.7(c), “Estimated Closing Working Capital” shall be deemed not to include the Excess Cash. The term “Working Capital” shall mean Current Assets minus Current Liabilities. The terms “Current Assets” and “Current Liabilities” shall mean the current assets and current liabilities, respectively, of the Subject Companies, calculated in accordance with Modified GAAP.
Estimated Closing Working Capital. Not less than two Business Days prior to the Closing Date, Seller and Purchaser will prepare and agree on an estimate of the Closing Working Capital Balance (the "ESTIMATED CLOSING WORKING CAPITAL BALANCE") determined in accordance with Section 4.3, as if it were the actual Closing Working Capital Balance, but based upon Seller's and Purchaser's review of monthly financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to Seller in the ordinary course, all in accordance with the policies, principles and methodologies set forth in EXHIBIT H attached hereto. The Purchase Price will be reduced dollar-for-dollar by the amount, if any, by which the Estimated Closing Working Capital Balance, determined in accordance with Section 4.3, is less than the Base Working Capital Balance.
Estimated Closing Working Capital. At least three (3) days before the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Capital Statement”), setting forth its good faith estimate of the Closing Working Capital (as defined in Section 2(d)(ii) below) (such estimation, the “Estimated Closing Working Capital”). The Estimated Closing Capital Statement shall (1) contain an estimated balance sheet of the Company as of the Closing Date, without giving effect to the transactions contemplated herein and (2) be accompanied by a certificate executed by each Seller that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the audited financial statements of the Company for the most recent fiscal year end, as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.
Estimated Closing Working Capital. Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a statement setting forth, in reasonable detail, the Company’s good faith estimate of the Working Capital of the Group Companies as of 11:59 p.m. on the Closing Date (the “Estimated Closing Working Capital”), certified by one of the Company’s executive officers. A “Working Capital Overage”
