Initial Working Capital. (a) The "INITIAL WORKING CAPITAL" shall be an amount equal to the value of BCG's Initial Net Working Capital (as hereinafter defined) as of the date of, and based upon BCG's latest regularly prepared balance sheet in respect of the Business (the "INTERIM BALANCE SHEET") available prior to Closing, which shall be not more than 61 days old. The Interim Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of Financial Statements (as hereinafter defined), and in accordance with generally accepted accounting principles ("GAAP") applicable to interim financial statements. For the purpose of the Initial Working Capital, "BCG'S INITIAL NET WORKING CAPITAL" shall be equal to THE SUM OF (A) the amounts set forth on SCHEDULE 1.6(A); PLUS (B) the amount of any capital expenditures made by BCG from and after December 31, 1998 until the Effective Time; MINUS (C) the amount of BCG's capital leases obligations assumed by Buyer, BUT SPECIFICALLY EXCLUDING the Hospital Lease. (b) No increase to Seller's Initial Net Working Capital shall be effected with respect to (i) any single item involving a capital expenditure in excess of $25,000, or (ii) within any 30 day period, any two or more items involving capital expenditures in excess of $50,000, in either case unless Seller shall have obtained Buyer's prior written consent to such expenditure. Buyer hereby acknowledges that it has consented to the capital expenditures described in SCHEDULE 1.6(B), but such consent is limited as to scope and dollar amount as described in SCHEDULE 1.6(B). (c) In order that Buyer may know the methodology used to determine BCG's Initial Net Working Capital, attached hereto as SCHEDULE 1.6(C) is a determination of BCG's Net Working Capital based upon the December 31, 1998 unaudited balance sheet of BCG and Seller hereby agrees to use the same methodology (as may be supplemented by the working papers thereto) to prepare SCHEDULE 1.6(A).
Appears in 1 contract
Samples: Stock Purchase Agreement (Paracelsus Healthcare Corp)
Initial Working Capital. (a) The "INITIAL WORKING CAPITAL" shall be an amount equal to the value of BCGSCH's Initial Net Working Capital (as hereinafter defined) as of the date of, and based upon BCGSCH's latest regularly prepared balance sheet in respect of the Business (the "INTERIM BALANCE SHEET") available prior to Closing, Closing which shall be not more than 61 days old. The Interim Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of Financial Statements (as hereinafter defined), and in accordance with generally accepted accounting principles ("GAAP") applicable to interim financial statements. For the purpose of the Initial Working Capital, "BCGSCH'S INITIAL NET WORKING CAPITAL" shall be equal to THE SUM OF (A) the amounts set forth on SCHEDULE 1.6(A); PLUS (B) the amount of any capital expenditures made by BCG SCH from and after December July 31, 1998 1999 until the Effective Time; MINUS (C) the amount of BCGSCH's capital leases lease obligations assumed by Buyer, BUT SPECIFICALLY EXCLUDING the Hospital Lease.
(b) No increase to Seller's Initial Net Working Capital shall be effected with respect to (i) any single item involving a capital expenditure in excess of $25,000, or (ii) within any 30 day period, any two or more items involving capital expenditures in excess of $50,000, in either case unless Seller shall have obtained Buyer's prior written consent to such expenditure. Buyer hereby acknowledges that it has consented to the capital expenditures described in SCHEDULE 1.6(B), but such consent is limited as to scope and dollar amount as described in SCHEDULE 1.6(B).
(c) In order that Buyer may know the methodology used to determine BCGSCH's Initial Net Working Capital, attached hereto as SCHEDULE 1.6(C) is a determination of BCGSCH's Net Working Capital based upon the December July 31, 1998 1999 unaudited balance sheet of BCG SCH and Seller hereby agrees to use the same methodology (as may be supplemented by the working papers thereto) to prepare SCHEDULE 1.6(A).
Appears in 1 contract
Samples: Stock Purchase Agreement (Paracelsus Healthcare Corp)
Initial Working Capital. (a) The "INITIAL WORKING CAPITAL" shall be an amount equal to the value of BCGSeller's Initial Net Working Capital (as hereinafter defined) as of the date of, and based upon BCGSeller's latest regularly prepared balance sheet in respect of the Business (the "INTERIM BALANCE SHEET") available prior to Closing, which shall be not more than 61 days old. .. The Interim Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of Financial Statements (as hereinafter defined), and in accordance with generally accepted accounting principles ("GAAP") applicable to interim financial statements. The Interim Balance Sheet shall also be used for purposes of determining the initial principal balance of the Medicare Reconciliation Note and the amount of cash to be delivered by Buyer to Seller with respect to the Medicare Reconciliation Note. For the purpose of the Initial Working Capital, "BCGSELLER'S INITIAL NET WORKING CAPITAL" shall be equal to THE SUM OF (A) the amounts set forth on SCHEDULE 1.6(A1.5.1(A); PLUS (B) the amount of any capital expenditures made by BCG Seller from and after December 311, 1998 1997 until the Effective TimeCut-Off Point (as defined at Section 2.1); MINUS (C) the amount of BCGSeller's capital leases obligations assumed by Buyer, BUT SPECIFICALLY EXCLUDING other than the Hospital Facility Lease.
(b) No increase to Seller's Initial Net Working Capital shall be effected with respect to (i) any single item involving a capital expenditure in excess of $25,000, or (ii) within any 30 day period, any two or more items involving capital expenditures in excess of $50,000, in either case unless Seller shall have obtained Buyer's prior written consent to such expenditure. Buyer hereby acknowledges that it has consented to the capital expenditures described in SCHEDULE 1.6(B1.5.1(B), but such consent is limited as to scope and dollar amount as described in SCHEDULE 1.6(B1.5.1(B).
(c) In order that Buyer may know the methodology used to determine BCG's Initial Net Working Capital, attached hereto as SCHEDULE 1.6(C) is a determination of BCG's Net Working Capital based upon the December 31, 1998 unaudited balance sheet of BCG and Seller hereby agrees to use the same methodology (as may be supplemented by the working papers thereto) to prepare SCHEDULE 1.6(A).
Appears in 1 contract
Samples: Asset Purchase Agreement (Paracelsus Healthcare Corp)
Initial Working Capital. (a) The "INITIAL WORKING CAPITAL" shall be an amount equal to the value of BCGSeller's Initial Net Working Capital (as hereinafter defined) as of the date of, and based upon BCGSeller's latest regularly prepared balance sheet in respect of the Business (the "INTERIM BALANCE SHEET") available prior to Closing, which shall be not more than 61 days old. The Interim Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of Financial Statements (as hereinafter defined), and in accordance with generally accepted accounting principles ("GAAP") applicable to interim financial statements. The Interim Balance Sheet shall also be used for purposes of determining the initial principal balance of the Medicare Reconciliation Note and the amount of cash to be delivered by Buyer to Seller with respect to the Medicare Reconciliation Note. For the purpose of the Initial Working Capital, "BCGSELLER'S INITIAL NET WORKING CAPITAL" shall be equal to THE SUM OF (A) the amounts set forth on SCHEDULE 1.6(A1.5.1(A); PLUS (B) the amount of any capital expenditures made by BCG Seller from and after December 311, 1998 1997 until the Effective TimeCut-Off Point (as defined at Section 2.1); MINUS (C) the amount of BCGSeller's capital leases obligations assumed by Buyer, BUT SPECIFICALLY EXCLUDING specifically excluding the Hospital Leaselease from Bell Atlantic Tricxx Xeasing Corporation relating to CRH.
(b) No increase to Seller's Initial Net Working Capital shall be effected with respect to (i) any single item involving a capital expenditure in excess of $25,000, or (ii) within any 30 day period, any two or more items involving capital expenditures in excess of $50,000, in either case unless Seller shall have obtained Buyer's prior written consent to such expenditure. Buyer hereby acknowledges that it has consented to the capital expenditures described in SCHEDULE 1.6(B1.5.1(B), but such consent is limited as to scope and dollar amount as described in SCHEDULE 1.6(B1.5.1(B).
(c) In order that Buyer may know the methodology used to determine BCG's Initial Net Working Capital, attached hereto as SCHEDULE 1.6(C) is a determination of BCG's Net Working Capital based upon the December 31, 1998 unaudited balance sheet of BCG and Seller hereby agrees to use the same methodology (as may be supplemented by the working papers thereto) to prepare SCHEDULE 1.6(A).
Appears in 1 contract
Samples: Asset Purchase Agreement (Paracelsus Healthcare Corp)