Working Capital Advance. If necessary, if allowed by law, and if permitted at DSHS sole discretion, Contractor's requests for an advance of funds shall be limited to the minimum amount needed for effective accomplishment of the Project under this Contract, and shall be timed as closely as possible to actual cash requirements. Contractor shall establish procedures to minimize the time elapsing between the transfer of funds from DSHS to Contractor, and shall ensure that such funds are disbursed as soon as administratively possible.
Working Capital Advance. 5.1 Upon written request of the P.C., the Company may, in its sole discretion, advance monies to the P.C. for purposes of working capital (the "Working Capital Advance").
5.2 In the written request for the Working Capital Advance, the P.C. will provide the Company with:
(a) a statement that the proceeds of the Working Capital Advance will be used solely by the P.C. for its medical practice;
(b) a statement as to the exact use of the Working Capital Advance; and
(c) such financial records and reports as the Company may determine to be necessary in connection with its evaluation of the request of the Working Capital Advance.
5.3 Upon review of a request for a Working Capital Advance and the financial records and reports of the P.C., the Company will determine whether and upon what terms it will approve such Working Capital Advance. The Company's determination to make any Working Capital Advance will be based upon such factors as it determines are reasonable and appropriate, including but not limited to, the following: (i) the purpose of the request; (ii) the financial condition of the P.C. at the time of the request; (iii) the prevailing economic conditions; (iv) interest rates; (v) the availability of capital to the Company on reasonable terms and (vi) a business plan and budget of the P.C. for the following calendar year. If the request for the Working Capital Advance is granted, the parties shall negotiate in good faith mutually agreeable terms for the repayment of the Working Capital Advance and the P.C. shall execute such documents as the Company shall reasonably require as a pre-condition to the funding of the Working Capital Advance. If the request for a Working Capital Advance is denied, such denial will not constitute a breach of this Agreement. The repayment of a Working Capital Advance will be in addition to any fees due the Company pursuant to Paragraph 6 of this Agreement.
Working Capital Advance. Borrowers acknowledge and agree that on the Closing Date, Lender advanced to Borrowers $9,363,111.46 in working capital and Borrowers hereby represent and warrant to Lender that such working capital advance was used for the purposes set forth on Schedule XVI attached hereto and made a part hereof.
Working Capital Advance. Consistent with the Approved Operating Budget, and upon written request of Civic, City may, at its sole discretion, advance payment to Civic on or about the first day of every fiscal year (the Working Capital Advance) with a commercial bank designated by Civic as its depositary. The purpose of the Working Capital Advance is to provide working capital to Civic to pay its operating costs and expenses while Civic is waiting to receive its monthly reimbursement of Eligible Expenses, as defined herein. The total amount of the Working Capital Advance shall be determined by City in its discretion, but, if City determines to make such an advance, the Working Capital Advance shall not be less than one twelfth (1/12th) of the Approved Operating Budget. Working Capital Advance funds shall be used only for eligible expenditures under this Operating Agreement. City may also, at its sole discretion, choose to roll over Working Capital from one fiscal year to the next to avoid the need for a Working Capital Advance.
Working Capital Advance. If a recipient cannot meet the criteria for advance payments as specified in 2 CFR 200.305 and the CO determines that reimbursement is not feasible because the recipient lacks sufficient working capital, DOE may provide funds as a working capital advance in accordance with 2 CFR 200.305(b)(4). When authorized by the CO, working capital advances to the recipient are intended to cover the recipient’s estimated cash disbursement needs for an initial period of time. The period of time is to be decided by the CO but should not normally exceed the recipient’s disbursement cycle. Thereafter, payments are made to the recipient for actual cash disbursements. DOE shall use capital advances to ensure that the recipient complies with cash management policies provided in Section II.D of this chapter.
Working Capital Advance. 9 6. COMPENSATION..........................................................10 7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE P.C..................11 8. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY..............13 9. TERM..................................................................14 10.
Working Capital Advance. As provided in the Stock Purchase Agreement, the Sellers have represented that they currently expect the Working Capital Adjustment Amount to be a positive amount and, accordingly, the parties have agreed that on the Closing Date there will also be paid to the Sellers an advance on such adjustment (I.E., an estimate of the increase in the purchase price related to a positive Working Capital Adjustment Amount). Based on the definition of Working Capital Advance provided in Section 2.4(c) of the Stock Purchase Agreement, on the Closing Date, Xxxxx Xxxxx on behalf of Buyer, and Xxxxxx X. Xxxxxx, Xx., on behalf of the Company and the Sellers, will consult and determine the appropriate Working Capital Advance no later than the close of business on the Closing Date. The parties acknowledge that such amount will be an estimate which they will arrive at jointly and in good faith. Xxxxxx X. Xxxxxx, Xx. will provide Xxxxx Xxxxx with reasonable detail to support his estimate of the Working Capital Advance. The Working Capital Advance, as determined in good faith by Xxxxxx X. Xxxxxx, Xx. and Xxxxx Xxxxx, will be documented in the form set forth on Exhibit A hereto. Upon the agreement of such parties, the Working Capital Advance will immediately be paid to the Sellers (allocated among the Sellers in the same proportion as the Purchase Price). If the Company has adequate funds, such payment may be made by the Company, which payment shall be deemed to have been made on behalf of Buyer as an element of the sale of stock by Sellers to Buyer. Buyer and Sellers acknowledge that the sole purpose of the Working Capital Advance is to pay an estimate of the Working Capital Adjustment Amount to Sellers pending the calculation of the actual amount as to be indicated on the Closing Financial Statements to be prepared promptly after Closing pursuant to Section 2.5(b) of the Stock Purchase Agreement. Any variance from the estimate to the actual amount will be a component of the ultimate Working Capital Adjustment Amount upon the terms and subject to the conditions set forth in the Stock Purchase Agreement.
Working Capital Advance. Endo shall provide to Zogenix, within ten (10) days after the Effective Date, a working capital advance (the “Working Capital Advance”) equivalent to the lesser of (i) the book value of the inventory of Materials and unreleased Finished Goods that are held by Zogenix in connection with the Manufacture of Product minus the accounts payable associated with such Materials and unreleased Finished Goods, or (ii) a “Working Capital Cap”, which shall be initially established at seven million dollars ($7,000,000) and adjusted in accordance with the terms herein (the “Working Capital Target”). The forecast for the [***] following the Effective Date shall serve as the baseline for the Working Capital Cap, which cap shall be adjusted upwards or downwards on each anniversary of the Effective Date based on (i) changes in foreign exchange rates and (ii) the change between the baseline forecast and the current forecast. Thus, if on the Effective Date the forecast annual volume was [***] units, on the first anniversary date the forecast annual volume was [***] units, and on the second anniversary date the forecast annual volume was [***] units, the Working Capital Cap would be [***] of $7,000,000, or $[***] for the second year of the agreement and [***] of $7,000,000, or $[***], for the third year of the Agreement. On each anniversary of the Effective Date during the Term, Zogenix shall provide Endo with an update as to the then-current Materials, unreleased Finished Goods inventory and accounts payable levels associated with such inventory and shall either return to Endo any amount of the Working Capital Advance at such time that is greater than the then-current Working Capital Target or shall invoice Endo for difference between the then-current Working Capital Target and the then-current Working Capital Advance if such difference is a positive amount. Notwithstanding the foregoing, if at any time during the Term, Zogenix determines the book value of the inventory of Materials and unreleased Finished Goods that are held by Zogenix in connection with the Manufacture of Product minus the accounts payable associated with such Materials and unreleased Finished Goods exceeds the Working Capital Cap by more than [***], then Zogenix may inform Endo of the same and the Parties shall discuss in good faith and agree upon an adjustment to such Working Capital Cap. The Working Capital Advance shall be secured by notes providing Endo with liens upon the Materials and unreleased Finis...
Working Capital Advance. If allowed under this Contract, a single one-time working capital advance per term of the Program Attachment may be granted at the Department’s discretion. Contractor must submit documentation to the contract manager assigned to the Program Attachment to justify the need for a working capital advance. Contractor shall liquidate the working capital advance as directed by the Department. The requirements for the documentation justifying the need for an advance and the directions for liquidating the advance are found in the Contractor’s Financial Procedures Manual located at xxxx://xxx.xxxx.xxxxx.xx.xx/contracts/cfpm.shtm.
Working Capital Advance. Working Capital Advance (WCA) Contractor may, in accordance with applicable law, receive WCA payments of allowable program costs per this Contract, provided Contractor shall comply with the provisions of this section and such additional guidance issued by CSD as is needed to implement this section (collectively “WCA”). In order to receive a WCA, Contractor’s financial management systems shall be compliant with the provisions of this Contract, WCA Requirements, applicable CPNs and CPAs, and the standards for fund control and accountability as established in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for HHS Awards (45 CFR Part 75).
A. WCA Requirements include the following standards:
1. The WCA shall be for the minimum amounts necessary, timed in accordance with Contractor’s immediate cash requirements, which will enable Contractor to carry out the purposes of this Contract;
