Working Capital as of the Closing Date Sample Clauses

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $66,356.00 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the Shareholder. In the event that the Shareholder shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.
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Working Capital as of the Closing Date. The Shareholders and the Business Contribution Member shall ensure that the Assets, less the Assumed Liabilities, includes at least $127,940 working capital (defined as the excess of current (liquid) assets over current liabilities (excluding ongoing obligations under Contracts)) as of the Closing Date. The calculation of working capital for purposes of this Section 6.6 shall not include any portion of the Tangible Asset Value. For purposes of determining whether the required working capital existed as of the Closing Date, the Company will cause to be prepared, within 30 days of the Closing, a balance sheet setting forth the Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Business Contribution Member (the "Closing Date Balance Sheet"). In the event that more than the prescribed $127,940 working capital existed as of the Closing Date, as determined by the Closing Date Balance Sheet, the Company shall pay within five days thereafter, the Business Contribution Member an amount equal to such excess. In the event that less than the prescribed $127,940 working capital existed as of the Closing Date, as determined by such balance sheet, the Shareholders and/or the Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $127,940 working capital (the "Shortfall"). If the Shareholders and/or the Business Contribution Member do not pay the Shortfall to the Company within five days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the Shareholders or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Business Contribution Member shall notify the Company in writing within five days after delivery of the Closing Date Balance Sheet of a dispute with respect to same, the parties shall notify the certified public accounting firm of Price Waterhouse LLP (the "Accountants") of the need for them to review the Closing Date Balance Sheet. The Accountants shall make the final determination with respect to the correctness of the Closing Date Balance Sheet in light of the terms and provisions of this Agreement. In the event Price Wa...
Sample 1
Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $224,839 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing
Sample 1

Related to Working Capital as of the Closing Date

  • Working Capital Upon consummation of the Offering, it is intended that approximately $1,000,000 of the Offering proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

  • Working Capital Adjustment (a) Within 15 days following the Closing Date, the Purchaser will prepare or cause to be prepared a combined balance sheet of the Target Companies as of the Closing Date (the "Closing Date Balance Sheet") showing the amount of Closing Date Working Capital, along with a statement setting forth in reasonable detail the method of calculating Closing Date Working Capital, which shall be in accordance with GAAP and consistent with the methodology used in Target Financial Statements (as defined in Section 2.5 below), and shall deliver or cause to be delivered to the Shareholders such Closing Date Balance Sheet. In the event that the Shareholders object to the Purchaser's calculation of the Closing Date Working Capital, then, within 30 days after the delivery to the Shareholders of the Closing Date Balance Sheet, the Shareholders shall deliver to the Purchaser a notice describing in reasonable detail the Shareholders' objection to the Purchaser's calculation (an "Objection Notice"), accompanied by a statement setting forth the dollar amount determined by the Shareholders to represent the Closing Date Working Capital or a request for additional information from the Purchaser that the Shareholders may require in order to determine the Closing Date Working Capital. If the Shareholders do not deliver an Objection Notice to the Purchaser within the 30-day period referred to in the preceding sentence, then the Purchaser's calculation of the Closing Date Working Capital shall be binding and conclusive on the Purchaser and the Shareholders. If the Shareholders deliver an Objection Notice to the Purchaser within the 30-day period referred to in this paragraph, and if the Purchaser and the Shareholders are unable to agree upon the calculation of the Closing Date Working Capital within 15 days after an Objection Notice is delivered to the Purchaser, the Shareholders and the Purchaser shall select a nationally recognized accounting firm mutually acceptable to them (the "Neutral Accountant") to resolve any remaining objections, the cost of which shall be paid by the party whose assertions regarding the amount of the Closing Date Working Capital differ by the greater amount from the Closing Date Working Capital determined by the Neutral Accountant. If Purchaser and the Shareholders are unable to select the Neutral Accountant within 10 days after the commencement of such selection process, the Neutral Accountant shall be KPMG (or its successor). The Shareholders and the Purchaser shall jointly instruct the Neutral Accountant to resolve any unresolved objections within 30 days after referral of the matter to them, and the determination by the Neutral Accountant of the Closing Date Working Capital, shall be conclusive and binding on the Purchaser and Shareholders absent fraud or manifest error. During the 30-day period following the Objection Notice, Shareholders and Purchaser shall each have access to the other party's working papers and similar materials prepared in connection with the Closing Date Balance Sheet and the Objection Notice, as the case may be.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Minimum Working Capital The Borrower shall maintain at all times Working Capital (which shall mean Current Assets less Current Liabilities) of at least $500,000.

  • Working Capital Loans The Sponsor has made loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form filed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2021 and the consummation of the Offering.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction, on or before October 1, 2004, of the following conditions:

  • Working Capital Warrants Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

  • Conditions to All Credit Extensions after the Closing Date Following the Closing Date, the obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

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