Statement of Working Capital Sample Clauses

Statement of Working Capital. (a) As promptly as practicable, but in any event within 30 Business Days following the Closing Date, Parent shall deliver to the Purchaser (i) a statement (the "Statement of Working Capital") indicating the amount of current trade accounts receivable, net of allowance for doubtful accounts, SAP Thai Value Added Tax (VAT) receivables, if any, and Inventories, less accounts payable and accrued current liabilities (it being understood that (i) only those accrued current liabilities actually being transferred to the Purchaser pursuant to this Agreement shall be included in this statement and that this statement shall exclude any Receivables or rebates due to the SAP Business from the Purchaser and its Affiliates pursuant to any materials supply agreements, and (ii) to the extent there are any other current Receivables existing as of the Closing Date that were not included in the June 30, 1999 statement of working capital (attached hereto as Exhibit 2.08), the Purchaser shall promptly advise Parent whether it wishes to acquire any of such current Receivables, and should the Purchaser decide to acquire any of such current Receivables, then any of such current Receivables actually acquired by the Purchaser will be included in the Statement of Working Capital) (the "Working Capital") of the SAP Business as of the Closing Date, which Statement of Working Capital shall be prepared substantially in the same manner as the June 30, 1999 statement of working capital attached hereto as Exhibit 2.08 and (ii) an unqualified report thereon of Parent's Accountants stating that the Statement of Working Capital fairly presents in all material respects the Working Capital of the SAP Business at the Closing Date. (b) (i) Subject to clause (ii) of this Section 2.08, the Statement of Working Capital delivered by Parent to the Purchaser shall be deemed to be and shall be final, binding and conclusive on the parties hereto.
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Statement of Working Capital. Within seventy-five (75) days after the Closing Date, Seller shall at its expense prepare and deliver to Buyer a statement (the "Statement of Working Capital") setting forth Working Capital (as defined below) as of the close of business on the Closing Date ("Closing Working Capital"), together with an audited special purpose report of the Seller's independent auditors that the Statement of Working Capital has been prepared in compliance with the requirements of this Section
Sample 1Sample 2
Statement of Working Capital. As soon as practicable, but in any event within forty-five Business Days following the Closing Date, Seller shall deliver to Purchaser a statement of the Working Capital of Composites (the "Statement of Working Capital") as of the close of business on the Closing Date, together with a report thereon of KPMG, independent accountants for Seller ("Seller's Accountants"), to the effect that the amounts reflected therein have, except as set forth in Schedule 2.3(a), been prepared in accordance with the policies and procedures used to prepare the 1994 audited financial statements as described in Section 3.12.
Sample 1
Statement of Working Capital. As promptly as practicable after the Closing Date, but in any case not later than 90 days thereafter, Purchaser shall cause to be prepared and delivered to Seller a "Statement of Working Capital" in accordance with the following guidelines (the date on which such Statement of Working Capital is delivered by Purchaser to Seller is referred to herein as the "Delivery Date"): (a) the Statement of Working Capital shall consist of a statement, prepared in substantially the same format as Schedule 2.3(a), which sets forth the Book Value (defined below) as of 8:00 a.m., Charlotte time, on the Sunday immediately preceding the Closing Date (the "Cutoff Time") of each current asset and current liability included in the Assets and the Assumed Liabilities that would customarily be classified under the general ledger accounts listed in Schedule 2.3(a), determined on a basis consistent with past accounting practices of Seller, and, specifically, those accounting practices used in preparation of the 1996 Balance Sheet (as defined in Section 3.5); (b) for purposes of Section 2.3(a) above, "Book Value" means the dollar amount of the debit or credit balance of each current asset or current liability included in the Statement of Working Capital, derived from and in accordance with the books and records of Seller, determined on a basis consistent with past accounting practices of Seller, and, specifically, those accounting practices used in preparation of the 1996 Balance Sheet; and
Sample 1
Statement of Working Capital. As soon as practicable, but in any ---------------------------- event within 60 calendar days following the Effective Time, the Partners shall prepare and deliver to the Purchaser a statement of the Working Capital of KBC, as of the Effective Time (the "Statement of Working Capital"), together with an ---------------------------- agreed upon procedures report thereon of PriceWaterhouseCoopers LLP, independent accountants for KBC ("KBC's Accountants"), stating that the Statement of Working ----------------- Capital of KBC, as of the Effective Time, has been prepared in accordance with generally accepted accounting principles applied on a basis consistent with the preparation of the audited balance sheet of KBC as at December 31, 1997 (the "KBC Accounting Policies"). ------------------------
Sample 1
Statement of Working Capital. As soon as practicable, but in any event within 60 calendar days following the Effective Time, the Partners shall prepare and deliver to the Purchaser a statement of the Working Capital of KTC as of the Effective Time (including the balance sheet of KTC as of the Effective Time) (the "Statement of Working Capital"), together with an agreed upon procedures report thereon of Pricewaterhouse Coopers LLP, independent accountants for KTC ("KTC's Accountants"), stating that the Statement of Working Capital of KTC as of the Effective Time has been prepared in accordance with generally accepted accounting principles as applied by KTC ("KTC Accounting Policies") on a basis consistent with the preparation of the audited balance sheet of KTC as at December 31, 1997.
Sample 1
Statement of Working Capital. Parent shall have received the Statement of Working Capital from the Company not less than three (3) Business Days prior to the Closing Date pursuant to Section 1.8.
Sample 1
Statement of Working Capital. At least two (2) days prior to the Closing, the Company will prepare, or cause to be prepared by its independent accountant, a statement of working capital (the “Statement of Working Capital”) setting forth (i) the Current Assets and Current Liabilities of the Company and (ii) the Net Working Capital of the Company, in each case available as of the Closing Date. For purposes of this Agreement, (A) “Current Assets” shall mean all Cash and accounts receivable of the Company, that in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied and consistent with the accounting principles, policies and procedures of the Company applied in preparing the Reference Balance Sheet (the “Accounting Principles”), constitute current assets of the Company, (B) “Current Liabilities” shall mean all accounts payable of the Company that in accordance with GAAP consistently applied and consistent with the Accounting Principles, constitute current liabilities of the Company, and (C) “Net Working Capital” shall mean Current Assets minus Current Liabilities. For the avoidance of doubt, “Current Liabilities” shall include any litigation expenses (which, for the avoidance of doubt, shall include any settlement amounts) relating to the Reserved Litigation Matters, to the extent such expenses constitute a current obligation of the Company.
Sample 1
Statement of Working Capital. Seller shall deliver to Purchaser on the second Business Day prior to the scheduled Closing Date a certificate of an authorized officer of Seller setting forth Seller’s reasonable estimate of the current assets and the current liabilities, including accrued but unpaid liabilities such as employee compensation and rent expense, of the Business as of the Closing Date (the “Statement of Estimated Working Capital”). The Statement of Estimated Working Capital will exclude the Assumed Liabilities. The Statement of Estimated Working Capital shall be prepared consistent with GAAP and in the form of Schedule 1.3(a) hereto (including the line items set forth on such Schedule). Purchaser shall deliver to Seller, within forty-five (45) days, an updated Statement of Working Capital of the Business as of the Closing Date (the “Closing Date Statement of Working Capital”), including substantially the same line items as were included in the Statement of Estimated Working Capital. The trustee fees included in the Closing Date Working Capital Statement shall separately identify the amount of each trustee fee and the portions thereof that are in respect of services billed in advance and services billed in arrears. Seller may dispute the Closing Date Working Capital Statement in accordance with the procedures described in Section 1.3(c) below.
Sample 1

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