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Estimated Closing Working Capital Sample Clauses

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
Estimated Closing Working Capital. (a) After the date that all of the conditions to the Closing set forth in Article 7 (other than those conditions that, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) shall have been satisfied or waived by the party entitled to waive the same, but no later than five (5) Business Days prior to the anticipated Closing Date, the Sellers shall cause the Company to deliver to the Buyer a statement (the Working Capital Statement), together with a certificate signed by the chief financial officer of the Company, setting forth the Company’s good-faith estimate of the Net Working Capital as of the anticipated Closing Date in the same form as the Reference Working Capital Statement (the Estimated Closing Working Capital), which may be a positive or negative number, and its good-faith estimate of Closing Cash as of the anticipated Closing Date (the Estimated Closing Cash). The Working Capital Statement and the calculation of the Estimated Closing Working Capital and Estimated Closing Cash shall be prepared in accordance with Accounting Principles and shall take into account any cash dividend or cash distribution described in Section 6.14(b). Between the delivery of the Working Capital Statement and the Closing Date, the Sellers shall provide the Buyer and its Representatives reasonable access to the Company’s and the Company Subsidiaries’ books, records and work papers relating to the Working Capital Statement for the purpose of evaluating the Working Capital Statement, the calculation of Estimated Closing Working Capital and the calculation of Estimated Closing Cash. The Sellers agree to reasonably consider the Buyer’s comments with respect to the Working Capital Statement and, to the extent necessary to conform to the Accounting Principles, to modify the Working Capital Statement and calculation of the Estimated Closing Working Capital and Estimated Closing Cash prior to the Closing, which revised statement and calculation shall be deemed to be the Working Capital Statement, the Estimated Closing Working Capital and the Estimated Closing Cash for all purposes under this Agreement. (b) The parties agree that, from the date of this Agreement until the Closing, the Company and the Company Subsidiaries shall be permitted to declare and pay one or more cash dividends or make cash distributions to the Sellers; provided that any such cash dividend or cash distribution shall be consi...
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. At least two Business Days prior to the Closing Date, Rikco shall prepare and deliver to Buyer a good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), along with a summary showing in reasonable detail the Company’s calculation of such amount.
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 CapitalAs soon as practicable after the Closing Date, but no later than the thirtieth (30th) day after the Closing Date, Holdco (or its audit committee or accountants) shall prepare and deliver to the Member Representative Holdco’s calculation of the Net Working Capital (the “Estimated Net Working Capital”) as at the close of business on the Closing Date. For purposes of this Section 1.3, “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. For purposes of this Section 1.3, “Current Assets of the Company” means the following current asset line items from the Company’s balance sheet: (i) Cash and Cash Equivalents, (ii) Restricted Cash, (iii) Accounts Receivable (including Accounts Receivable — Officers, Accounts Receivable – Employees and Interest Receivable), (iv) Unbilled Receivables and Advances against Customer Contracts, (v) Inventory (including Short Term Inventory, Long Term Inventory and Inventory of Discontinued Operations), (vi) Deposits, (vii) Prepaid Expenses , (viii) Prepaid Insurance, (ix) Cash Surrender Value of Life Insurance Policies, (x) Prepaid Taxes and (x) Other Current Assets. For purposes of this Section 1.3, the Inventory Assets shall be included in “Current Assets of the Company.” For purposes of this Section 1.3, “Current Liabilities of the Company” means the following current liability line items from the Company’s balance sheet: (i) Accounts Payable, (ii) Payables to PartnersProfit Participation, (iii) Accrued Expenses and Other Current Liabilities (including Accrued Interest Expense, Accrued Payroll Taxes, Accrued Vacation Payable, Accrued Pension, Accrued MEDFSA Payable and Accrued Sales Taxes Payable), (iv) Auction and Liquidation Proceeds Payable, (v) Current Portion of Capital Lease Obligations, (vi) Bank Line of Credit (short term financing with deal financing partners) and (vii) Notes Payable booked in the Current Liabilities section of the Company’s Balance Sheet. For Purposes of this Agreement, “Current Liabilities of the Company” shall not include any of the following current liability line items from the Company’s Balance Sheet at Closing: (i) Accrued Compensation PlanPhantom Stock, (ii) Accrued Compensation Plan – Members’ Employment Agreement Obligations, (iii) Any Expenses Accrued or Reserved related to matters associated with the Reorganization or related to future Phantom Stock Payments or current or future stock-based ...
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 $20,384,000 (such working capital amount, the “Target Working Capital”), the Initial Merger Consideration payable as of the Closing will be reduced by an amount equal to $0.5967 multiplied by the difference between the Estimated Closing Working Capital and the Target Working Capital. If the Estimated Closing Working Capital is more than the Target Working Capital, the Initial Merger Consideration payable as of the Closing will be increased by an amount equal to $0.5967 multiplied by the difference between the Target Working Capital and the Estimated Working Capital.
Estimated Closing Working Capital. 13.15 -vii- Term Section ---- -------
Estimated Closing Working Capital. Not later than three Business Days prior to the date for the Closing, the Partners shall deliver to the Purchaser their best estimate of the Working Capital (as hereinafter defined) of KTC as of the Effective Time based on the most recently available financial statements of KTC (the "Closing Working Capital Estimate"). In connection with the preparation and review of the Closing Working Capital Estimate, employees of the Purchaser and KPMG Peat Marwick, its independent public accountants (the "Purchaser's Accountants"), shall be entitled to review the work papers of the Partners prepared in connection with calculating the Closing Working Capital Estimate and shall be entitled to discuss the Closing Working Capital Estimate with the Partners prior to the Effective Time.