Estimated Working Capital Sample Clauses

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. (i) Seller has prepared and delivered to Purchaser a balance sheet of Seller as of the Closing Date (the “Estimated Closing Balance Sheet”) which contains Seller’s good faith best estimate of the Working Capital as of the Closing Date (the “Estimated Working Capital”), determined on a basis consistent with the methodology to be employed in the calculation of the Working Capital described below. To the extent that the Estimated Working Capital is less than $80,000 (eighty thousand dollars) (the “Minimum Closing Working Capital”), the Purchase Price (and the Initial Cash Portion required to be made pursuant to Section 5(a)(i) at the Closing) will be decreased dollar-for-dollar by the amount of such shortfall. To the extent that the Estimated Working Capital is greater than the Minimum Closing Working Capital, the Purchase Price (and the Initial Cash Portion required to be paid pursuant to Section 5(a)(i) at the Closing) will be increased dollar-for-dollar by the amount of such excess. (ii) For purposes of this Agreement, the term “Working Capital” means the excess of all of Seller’s current assets included in the Purchased Assets over all of Seller’s current liabilities included in the Assumed Liabilities as of the close of business on the business day immediately prior to the Closing Date; provided, however, that the parties agree that for purposes of determining Working Capital, (A) Seller’s current assets shall not include any inter-company notes or receivables, including without limitation, any notes or receivables payable to Seller by OPrint, LLC and Origen Consumer Marketing, LLC, and (B) Seller’s current liabilities shall not include (1) any Indebtedness, which shall be paid off in full as of the Closing Date, or (2) any liabilities of Seller which Seller is obligated to pay pursuant to Section 17 of this Agreement, except to the extent accrued for as current liabilities on the Final Closing Balance Sheet. The Working Capital shall be determined in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied; provided, however, that solely for purposes of calculating Working Capital hereunder, there shall be no allowance or reserve for bad debt or obsolete inventory applied.

Estimated Working Capital. The Company shall have delivered the Estimated Closing Balance Sheet and the calculation of Estimated Net Working Capital required by Section 3.3(a)(i) in accordance with the terms thereof.

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 three days prior to the Closing, Seller shall deliver to Buyer the Estimated Closing Statement.

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. Not less than five Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an authorized officer of Seller (the “Estimated Closing Certificate”) setting forth Seller’s good faith estimate of Closing Working Capital as of the Closing Date (the “Estimated Closing Working Capital”). The Estimated Closing Certificate shall be accompanied by appropriate information and documentation in reasonable detail supporting Seller’s estimate. The amounts set forth on the Estimated Closing Certificate shall be conclusive for the purposes of calculating the Closing Purchase Price, but the actual Closing Working Capital and any resulting adjustment to the Purchase Price shall be determined in accordance with the provisions of Section 2.04.