Final Working Capital Statement. Within ninety (90) days after the Closing Date, the Buyer will prepare and deliver, or cause to be prepared and delivered, to the Seller Representative a statement (the “Final Working Capital Statement”) setting forth the calculation of the Net Working Capital as of the Closing (the “Final Working Capital”) prepared using the accounting methods, practices, principles, policies, and procedures employed in the preparation of Exhibit D.
Final Working Capital Statement. In addition, the Buyer’s Accountant shall certify a working capital statement (the “Final Working Capital Statement”) setting forth the computation of the final working capital amount derived therefrom as of the Closing Date (the “Final Working Capital”), which statement shall be prepared in accordance with US GAAP as applied in preparing the Audited Financials and in a manner consistent with the past practices of the Sellers, except that no effect shall be given to any purchase accounting or other similar adjustments resulting from the consummation of the transactions contemplated in this Agreement or any other Transaction Document.
Final Working Capital Statement. Thirty days following the first ------------------------------- anniversary of the Closing pursuant to this Agreement, Purchaser shall prepare and deliver to Sellers a working capital statement of the Newspapers (the "Final Working Capital Statement") based upon the books and records of the Newspapers as of the Closing Date, provided, that with respect to Accounts Receivable, the value thereof shall be determined based upon the actual collections received by Purchaser with respect thereto during the one-year period commencing with the Closing Date and ending upon the first anniversary thereof. For purposes of determining Purchaser's collections, all sums received by Purchaser during that one-year period shall be credited on a first-in-first-out basis relative to (i) the Accounts Receivable and (ii) accounts receivable received by Purchaser subsequent to the Closing Date with respect to any Accounts Receivable debtors, except for specific account balances if any which may be disputed by those debtors. Subject to the provisions of Section 3.4(d), (e) and (f) and the last sentence of Section 3.4(a) hereof, the Final Working Capital Statement shall be prepared in accordance with generally accepted accounting principles, but shall exclude therefrom all Excluded Assets and all Excluded Liabilities, as hereinbefore defined, and such other items as are described in Section 3.4(a) of the Disclosure Schedule as being excluded items, and shall, subject to such exclusions, fairly present the current assets and current liabilities of the Newspapers as at the Closing Date. The amount, if any, by which the amount of the total current assets exceeds the amount of the total current liabilities of the Newspapers as set forth on the Final Working Capital Statement, is referred to herein as the "Final Working Capital Excess". The amount, if any, by which the amount of the total current liabilities exceeds the amount of the total current assets of the Newspapers as set forth on the Final Working Capital Statement is referred herein as the "Final Working Capital Deficiency". Within ten (10) days after the earlier of approval of the Final Working Capital Statement, by Purchaser and Sellers, or the final resolution of any dispute with respect to such statement as provided in Sections 3.4(c) of this Agreement (such date of approval or final resolution being referred to as the "Due Date"), Purchaser agrees to pay to Sellers the following amount, to the extent applicable:
(i) if the...
Final Working Capital Statement. During the first twenty (20) days following the date upon which the Buyer receives a Notice of Disagreement, the Seller Representative and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20) day period (or earlier by mutual agreement to arbitrate) Buyer and the Seller Representative have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the “Working Capital Statement Arbitrator”) by either Party for review and resolution. The Working Capital Statement Arbitrator shall be a nationally recognized independent public accounting firm agreed upon by Buyer and the Seller Representative in writing. The hearing date will be scheduled by the Working Capital Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven (7) days prior to the hearing date set by the Working Capital Statement Arbitrator, submit to the Working Capital Statement Arbitrator (with a contemporaneous copy to the other Parties) a brief (to include such Party’s calculations with regard to amounts in dispute on the Closing Working Capital Statement) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute. The figures submitted need not be the figures discussed during prior conversations. The Working Capital Statement Arbitrator shall render a decision resolving the matters in dispute on the basis of the standards set forth in this Section 3.2 (which decision shall include a written statement of findings and conclusions and shall in no event, for any unresolved matter, include a finding or conclusion in favor of an amount outside the range of the amounts submitted by each party in its brief) within three (3) Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Working Capital Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Working Capital Statement reflecting such decisions with reasonable detail as to each disputed item. The decision of the Working Capital Statement Arbitrator shall be final and binding on the Parties, other than in respect of manifest arithmetic error...
Final Working Capital Statement. Not later than sixty ------------------------------- (60) days after the expiration date or effective date of any such termination, as the case may be (in any such case, the "Termination Date"), Representative shall prepare a statement in accordance with those principles, practices and captions utilized in preparing the Opening Working Capital Statement which shall set forth the Working Capital of the Networks as of the close of business on the Termination Date (the "Final Working Capital Statement"), and shall deliver the Final Working Capital Statement to Owner.
Final Working Capital Statement. The definition of "Final Working ------------------------------- Capital Statement" in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
Final Working Capital Statement. (i) On the Closing Date, Sellers and Purchaser shall conduct a physical count of Working Capital and as soon as practicable thereafter but in any event no later than ninety (90) days after the Closing Date, Sellers shall determine the aggregate value of the Working Capital as of the Closing based upon such physical count and in accordance with Schedule 3.3(b)(i), and deliver to Purchaser a statement containing such calculation (the “Draft Working Capital Statement”).
(ii) The Draft Working Capital Statement shall be conclusive of the amount of the Final Working Capital Amount and shall be final and binding upon the Parties unless before the tenth (10th) Business Day after the date on which the Draft Working Capital Statement was delivered to Purchaser, Purchaser gives to Sellers a notice of objection (an “Objection Notice”) to any matter stated in the Draft Working Capital Statement. Any Objection Notice shall specify, in reasonable detail, those items or amounts as to which Purchaser disputes, and Purchaser shall be deemed to have agreed with all other items and amounts contained in the Draft Working Capital Statement and the calculations of the Final Working Capital Amount set forth therein
(iii) If Purchaser fails to deliver an Objection Notice within such ten (10) Business Day period, Purchaser shall be deemed to have waived its rights to contest the Draft Working Capital Statement and the calculation of the Final Working Capital Amount set forth therein shall be deemed to be final and binding upon Sellers and Purchaser and such amount shall be used for the purposes of calculating the adjustment pursuant to Section 3.4 below.
Final Working Capital Statement. Within sixty (60) days after the Closing Date, Parent shall in good faith prepare and deliver to the Representative an unaudited balance sheet of the Company at and as of the Closing Date (the "Closing Balance Sheet") which shall be accompanied by a statement of Net Working Capital as of the Closing Date as reflected on such balance sheet, each of which shall be prepared and presented in accordance with GAAP, consistently applied with the Company's Financial Statements (including the same accounting principles, practices, valuation and estimation methodologies used by the Company in the preparation of the Financial Statements) (the "Statement of Working Capital").
Final Working Capital Statement. Within 90 days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller an audited balance sheet (the “Closing Balance Sheet”) setting forth the Purchased Assets and the Assumed Liabilities as of the Closing Date, including a working capital statement (the “Final Working Capital Statement”) based thereon setting forth the Net Working Capital as of the Closing Date (the “Final Working Capital”). Both the Closing Balance Sheet and the Final Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with Seller’s past practices using the same accounting principles, practices, methodologies and policies for GAAP used in the preparation of the Estimated Working Capital Statement.
Final Working Capital Statement. 2.10 Financing........................................................2.7
