Estimated Working Capital Statement Clause Samples

Estimated Working Capital Statement. At least three Business Days prior to the Closing Date, the Sellers shall deliver to Buyer an estimated working capital statement as of the Closing Date, which statement shall set forth the Sellers' good faith estimate of the Combined Current Assets and Combined Liabilities of the Combined CATV Business and the Estimated Adjustment Amount as of the Closing Date as determined in accordance with GAAP and in a manner consistent with the preparation of the Interim Financial Statements, except as otherwise required by this Agreement (the "Estimated Working Capital Statement"). On the date that Sellers deliver the Estimated Working Capital Statement, the Sellers shall also deliver to Buyer an estimate of the number of Basic Subscribers to be transferred to Buyer under this Agreement and the Agreement and Plan of Reorganization as of the Closing Date (the "Combined Basic Subscriber Estimate"). The number of Basic Subscribers set forth in the Combined Basic Subscriber Estimate shall be used on the Closing Date for computing the Purchase Price and the Subscriber Adjustment, if any. Basic Subscribers transferred to Buyer under this Agreement and the Agreement and Plan of Reorganization shall be deemed to include all Basic Subscribers of the Combined CATV Business, irrespective of the lack of approval or consent of Governmental Authorities to transfer to Buyer any franchises containing Basic Subscribers.

Estimated Working Capital Statement. At least five Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a good faith estimate of the Working Capital on the Closing Date (such estimate, the “Estimated Working Capital”), including reasonable detail regarding the calculation of Working Capital (which shall include reasonable back–up documentation regarding the line items that make up Working Capital) (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared in accordance with GAAP on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Company Balance Sheet (to the extent such policies, practices, procedures and principles were in accordance with GAAP). The Company (on behalf of the Members) on the one hand and the Purchaser and Parent on the other hand each shall bear its own expenses in the preparation and review of the Estimated Working Capital Statement.

Estimated Working Capital Statement. At least ten (10) business days prior to the Closing Date, Seller shall deliver to Buyer a working capital statement of Seller as of the Closing Date, which statement shall set forth Seller's good faith estimate of the Subscriber Adjustment, if any, and the Current Assets and Current Liabilities of the CATV Business as of the Closing Date as determined in accordance with GAAP and in a manner consistent with the preparation of the Financial Statements, except as otherwise required by this Agreement (the "Estimated Working Capital Statement").

Estimated Working Capital Statement. Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent and Merger Sub a statement (the “Estimated Net Working Capital Statement”) executed by the Company’s Chief Executive Officer setting forth an estimate, as of the close of business on the Closing Date, of the Working Capital of the Company (the “Estimated Net Working Capital”). The Estimated Net Working Capital Statement shall be based upon the books and records of the Company, shall include a balance sheet of the Company as of the Closing Date, and shall be prepared in accordance with GAAP applied on a consistent basis consistent with the methodologies, practices, principles and estimates used in the preparation of the Company Financial Statements, to the extent applicable, and in a manner consistent with the example calculation as of June 30, 2010 set forth in Exhibit G.

Estimated Working Capital Statement. Schedule 2.10 sets forth the estimated current assets minus current liabilities of the Company and its Subsidiaries (the “Working Capital”) as of (i) the Closing Date with respect to those liabilities arising outside the ordinary course of business (including for example employee bonuses, employee termination costs, lease termination costs, post-Closing Real Estate Lease operating costs and transaction expenses) and liabilities relating to employee healthcare and Real Estate Lease operating costs incurred during the period from the date hereof to the Closing Date, and (ii) the date hereof with respect to all other current assets and current liabilities (the “Estimated Working Capital”) prepared in good faith and in accordance with GAAP. To the extent that the Estimated Working Capital is less than $565,025 (the “Target Working Capital”), the cash portion of the Merger Consideration payable at Closing will be decreased by such deficiency. To the extent that the Estimated Working Capital is greater than the Target Working Capital, the cash portion of the Merger Consideration payable at Closing will be increased by such excess. Any adjustment to the Merger Consideration under this Section 2.10(a) shall be the “Estimated Working Capital Closing Adjustment.”

Estimated Working Capital Statement. The Sellers shall cause the Company to prepare and deliver to Buyer, no later than two (2) days prior to the Closing: (i) an estimated unaudited statement of Net Working Capital (the “Calculation Date Net Working Capital Statement”) of the Company as of the close of business on the business day immediately preceding the Closing Date (referred to herein as the “Calculation Date”), prepared in accordance with GAAP except as set forth on Section 2.4(a) of the Disclosure Schedules and except for the absence of normal recurring year-end adjustments and the absence of footnotes, and (ii) a certificate (the “Calculation Date Certificate”) signed by the Sellers and the chief executive officer of the Company and including Sellers’ calculations, certifying (A) that the Calculation Date Net Working Capital Statement was prepared on the basis described in clause (i) above and (B) a good faith estimate of the Net Working Capital of the Company as of the Calculation Date.

Estimated Working Capital Statement. Not less than twenty (20) Business Days prior to the Closing Date, Sellers shall deliver to Buyer a written statement (the “Estimated Working Capital Statement”) substantially in the form attached hereto as Exhibit A, setting forth in reasonable detail Sellers’ good faith calculation of (i) the estimate of the Working Capital as of the Closing Date (the “Estimated Working Capital”) and the estimate of the Excess Working Capital (if any) (the “Estimated Excess Working Capital”), which estimates shall be based on Sellers’ review of the financial and other books and records of the Company and its Subsidiaries then available to Sellers, and (ii) the outstanding balance of the Intercompany Notes as of the Closing Date.

Estimated Working Capital Statement. At the Closing, Seller and Purchaser shall agree to an estimate (the "Estimated Working Capital Statement") of the Working Capital of the Division ("Estimated Working Capital") and an estimate of the Qualified Monthly Recurring Revenue for the month ended September 30, 1997, set forth on a statement prepared by Seller.

Estimated Working Capital Statement. At least three (3) Business Days prior to the Closing Date, Seller shall cause the Group to prepare and deliver to Purchasers: (a) a statement (the “Estimated Working Capital Statement”) of a good-faith estimate of the Working Capital of the Group as at the Effective Time (the “Estimated Working Capital”); (b) a statement (the “Estimated Cash Statement”) of a good-faith estimate of all Cash owned by the Group as at the Effective Time (“Estimated Cash”), each such statement to be prepared in accordance with sub-clause 3.6.