Estimated Working Capital Statement. 7 GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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. Seller has delivered to Buyer a statement (the "Estimated Working Capital Statement") that sets forth (i) the components and calculation of Working Capital, as derived from the consolidated balance sheet of the Company as of the Estimation Date and (ii) the components and calculation of the Baseline Amount.
Estimated Working Capital Statement. Not less than three (3) Business Days prior to the Closing Date, the Purchaser shall have received from the Company the Estimated Working Capital Statement pursuant to and in accordance with Section 2.3(a)(i).
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 Company shall cause to be delivered to Parent and Merger Sub, at least ten Business Days prior to the Closing Date, a statement of its estimate of the Working Capital of the Company as of the Closing Date (the “Estimated Working Capital Statement”). Such statement shall be (a) prepared in good faith in accordance with the terms of this Agreement, (b) accompanied by a certificate as to its preparation executed by the Chief Financial Officer of the Company and (c) subject to the reasonable approval of Parent and Parent’s auditors. Parent and its accountants and advisors shall be given full access to all of the Company’s and its Wholly-Owned Subsidiaries’ books and records for purposes of evaluating the accuracy and completeness of the Estimated Working Capital Statement. If Parent believes, acting reasonably and in good faith, that the Estimated Working Capital Statement is in error, Parent may challenge the contents of the Estimated Working Capital Statement within six Business Days following delivery by delivering a written notice of disagreement to the Company. If Parent timely delivers a written notice of disagreement to the Company, Parent and the Company shall use their good faith efforts to resolve any disputes with respect to the Estimated Working Capital Statement prior to the Closing Date, and the amount of Merger Consideration to be paid to the Exchange Agent for the benefit of the Company Stockholders at the Effective Time shall be based on the Working Capital estimate as mutually agreed to in writing by Parent and the Company, if any. If Parent does not timely deliver a notice of disagreement to the Company, the amount of Merger Consideration to be paid to the Exchange Agent at the Effective Time shall be based on the Estimated Working Capital Statement. If Parent timely delivers a notice of disagreement to the Company but Parent and the Company are unable to resolve their dispute on the form of Estimated Working Capital Statement within six Business days of the delivery by Parent to the Company of such notice of disagreement, then the amount of Merger Consideration to be paid to the Exchange Agent at the Effective Time shall be based on the amount of Working Capital set forth in such notice of disagreement.
Estimated Working Capital Statement. Schedule 2.06(a) sets forth the Sellers’ good faith estimate of Working Capital as of the Closing and has been prepared in accordance with the methods, principles, practices and policies set forth therein.
Estimated Working Capital Statement. The Company shall have delivered to Parent the Estimated Working Capital Statement approved by Parent, in its reasonable judgment.
