Synthetic Closed System Sample Clauses

Synthetic Closed System. (a) It is the intent of the parties that, as of December 1, 2003, the Warner Businesses shall be operated for the economic account of Purchaser as if the Warner Businesses were a stand-alone entity and as if no receivables generated by the Warner Businesses on or before November 30, 2003 had been securitized. In furtherance of that objective, (i) Seller shall provide Purchaser with weekly cash management reports for the Warner Businesses, (ii) on the later of (A) two days following the satisfaction or waiver of the conditions contained in Section 2.02 and 2.03 (other than those conditions that by their nature can be satisfied only on the Closing Date) and (B) January 17, 2004, Seller shall determine and shall deliver a statement (the “Estimated Adjustment Statement”) setting forth estimates of the items below (the “Adjustment Items”) and (iii) within 30 days following the later of the Closing Date or delivery of the 2003 audited, combined balance sheets referred to in Section 6.11(a)(iii)(A), Seller shall determine, and shall deliver a statement (the “Adjustment Statement”) setting forth the Adjustment Items: (i) cash on such balance sheets as of the close of business on November 30, 2003 and, to the extent not included, deposits in transit less outstanding checks; (ii) (A) the cash swept from the Warner Businesses by Seller and its Subsidiaries (other than the Acquired Companies) and (B) the cash contributed to the Warner Businesses from Seller and its Subsidiaries (other than the Acquired Companies), in each case, from December 1, 2003 to the Closing Date; (iii) the cash or other consideration paid by the Warner Businesses with respect to Excluded Liabilities and any Liabilities for which Purchaser is indemnified under this Agreement, in each case from December 1, 2003 to the Closing Date; (iv) the cash or other consideration received by the Warner Businesses with respect to Excluded Assets from December 1, 2003 to the Closing Date; (v) the total dividends or distributions paid by the Warner Businesses to Seller and its Subsidiaries (other than Acquired Companies) from December 1, 2003 to the Closing Date; and (vi) the cash or other consideration received by Seller, its Subsidiaries (other than Acquired Companies) and special purpose entities formed for the purpose of receiving such consideration from December 1, 2003 to the Closing Date in respect of receivables that were generated by the Warner Businesses on or before November 30, 2003 and that relate ...