Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold.
(b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of $200,000, as provided in Section 8.1.
(c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.
Estimated Working Capital. The Company shall have delivered the Estimated Closing Balance Sheet and the calculation of Estimated Net Working Capital required by Section 3.5(a)(i) in accordance with the terms thereof.
Estimated Working Capital. (i) Seller shall prepare in good faith and deliver to Buyer, not more than five (5) days prior to the Closing Date, a statement (the “Estimated Closing Statement”) of the estimated Net Working Capital of the Seller as of the Closing Date (the “Estimated Working Capital”), together with a reasonably detailed worksheet (and supporting schedules) setting forth the calculation of the Estimated Working Capital, which shall be reasonably acceptable to Buyer; provided, however, that Buyer’s belief that the Estimated Closing Statement and calculation of the Estimated Working Capital is reasonable when given shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth herein. The Seller shall provide Buyer with reasonable access to the books and records (including financial statements) of the Seller to verify the Estimated Closing Statement and the balance sheet items reflected thereon.
(ii) The Cash Consideration payable at the Closing pursuant to Section 3.2 shall be (x) increased by fifty percent (50%) of the Working Capital Surplus or (y) decreased by the Working Capital Deficit.
(iii) If and to the extent there is a Working Capital Surplus, then following such time that Buyer receives cash from gross collections of accounts receivable and work in progress included on the Estimated Closing Statement and prior to December 31, 2008 (the “Collection Period”) in an amount equal to the Base Collection Amount, Buyer and Parent (jointly and severally) shall, on a monthly basis, pay to Seller amounts collected in respect of remaining accounts receivable and work in progress included in Estimated Working Capital until an aggregate amount equal to the Working Capital Surplus (including the portion of the Working Capital Surplus paid pursuant to Section 3.3(a)(ii) above) has been paid to Seller. Buyer’s obligation to collect such accounts receivable and work in progress shall not extend to the institution of litigation, employment of counsel, or any other extraordinary means of collection, and Buyer shall not incur or cause to be incurred any collateral or outside fees, costs or charges in connection with its efforts at collection of such accounts receivable or work in progress without first having obtained the authorization in writing of Seller. During the Collection Period, unless authorized by Buyer, neither Seller nor its agents shall make any solicitation for collection purposes or institute litigation for the collection of any amounts due ...
Estimated Working Capital. The term “Estimated Working Capital” shall mean the Company’s good faith estimate of the Working Capital of the Company as of 12:01 a.m. (Eastern Time) on the Closing Date.
Estimated Working Capital. At least five Business Days prior to the Closing Date, Seller shall deliver to Purchaser an estimate in writing signed by an officer of Seller (on behalf of and in the name of Seller), which sets forth Seller’s good faith Closing Net Working Capital calculation (with reasonable detail and supporting documentation) in accordance with the Applicable Accounting Principles of the adjustment to the Purchase Price under this Section 2.03.
Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders, acting on behalf of all Vendors, shall deliver to the Purchaser their good faith estimate of the Standard Companies’ combined Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.4(a) for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold.
(b) The cash component of the Consideration payable at Closing to a Standard Company Vendor shall be increased by the amount of the Estimated Working Capital in respect of the Purchased Business being sold by such Standard Company Vendor. It is a Purchaser closing condition that the Consolidated Standard Group shall have a combined cash balance as of the Closing Date of $1,500,000, as provided in section 9.1(i) hereof.
(c) As promptly as practical but no later than 90 days after the Closing Date, Purchaser shall prepare and deliver to the Shareholders, acting on behalf of all Vendors, a proposed final statement of the Consolidated Standard Group
Estimated Working Capital. At least five Business Days prior to the Closing Date, Seller shall deliver to Buyer Seller’s determination of the Estimated Working Capital. At the request of Buyer, representatives of Seller shall be available to answer questions with respect to the determination of the Estimated Working Capital. Seller and Buyer shall cooperate in good faith to resolve any disputes with respect to the Estimated Working Capital. At Closing:
(i) if the Estimated Working Capital is less than $12,273,000 (the “Working Capital Target Amount”), the Closing Payment shall be reduced by an amount equal to such deficiency;
(ii) if the Estimated Working Capital exceeds the Working Capital Target Amount, the Closing Payment shall be increased by an amount equal to such excess; and
(iii) if the Estimated Working Capital equals the Working Capital Target Amount, the Closing Payment shall not be adjusted.
Estimated Working Capital. “Estimated Working Capital” shall mean the estimate of (a) the Company’s current assets (including cash) as of the Closing (as determined in accordance with Swiss GAAP) minus (b) the Company’s current liabilities as of the Closing (as determined in accordance with Swiss GAAP) including deferred revenue (and any Taxes payable with respect to such deferred revenue) and excluding Unpaid Transaction Expenses and Indebtedness.
Estimated Working Capital. Section 3.2(a)..........................................9
Estimated Working Capital. The Company shall have delivered the Company’s Estimated Working Capital to Parent and MergerCo at least ten (10) Business Days prior to the Closing Date. The Estimated Working Capital Adjustment shall have been finally determined in accordance with Section 3.7 on or before the Closing Date.
