Working Capital Determination. (a) Prior to the Closing Date, the Company prepared and delivered to Parent (i) an estimated balance sheet of the Company as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "Estimated Closing Date Balance Sheet") and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "Estimated Statement"). The Company prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in accordance with Parent's GAAP subject to Parent's good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "Estimated Net Working Capital") is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the "Holdback Amount") shall be held back by Parent until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount.
(b) As soon as practicable, but in no event later than 120 days following the Closing Date, Parent will prepare and deliver to the Representative a calculation and statement of the Net Working Capital as of the Closing Date (the "Closing Date Statement"). Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. The Representative agrees to cooperate with Parent in the preparation of the Closing Date Statement, including...
Working Capital Determination. (a) As promptly as practicable after the Closing Date (but in no event later than 45 days after the Closing Date), the Surviving Corporation shall prepare and deliver to the Representative a balance sheet of the Surviving Corporation and its consolidated Subsidiaries which shall be reviewed by PricewaterhouseCoopers, (the “Closing Balance Sheet”), which shall set forth the amount of Working Capital (including the balances of each Back to Contents line item included within the definition of Current Assets and Current Liabilities) as of 11:59 p.m. on the date immediately prior to the Closing Date (“Closing Working Capital”). The Closing Balance Sheet shall be prepared in accordance with this Agreement and GAAP applied in a manner consistent with the preparation of the Balance Sheet, except as otherwise contemplated by this Agreement. Following the delivery of the Closing Balance Sheet to the Representative, Parent and the Surviving Corporation shall afford the Representative and its representatives the opportunity to examine the Closing Balance Sheet and such supporting schedules, analyses, workpapers, including the underlying records or documentation as are reasonably necessary and appropriate to verify the amounts reflected in the Closing Balance Sheet. Parent and the Surviving Corporation shall cooperate fully and promptly with the Representative and its representatives in such examination, including providing answers to questions asked by the Representative and its representatives, and Parent and the Surviving Corporation shall promptly make available to the Representative and its representatives any records under Parent’s or the Surviving Corporation’s reasonable control that are requested by the Representative and its representatives.
(b) If within 45 days following delivery of the Closing Balance Sheet to the Representative, the Representative has not delivered to Parent written notice (the “Objection Notice”) of its objections to the Closing Balance Sheet (such Objection Notice must contain a statement describing in reasonable detail the basis of such objections), then Closing Working Capital as set forth in such Closing Balance Sheet shall be deemed final and conclusive and shall be “Final Working Capital.” If the Representative delivers the Objection Notice within such 45-day period, then Parent and the Representative shall endeavor in good faith to resolve the objections, for a period not to exceed 15 days from the date of delivery of the Objectio...
Working Capital Determination. (a) Not more than 60 days after the Closing Date (i) Seller shall deliver to Buyer the balance sheet for Seller with respect to the Business as of the Cut-Off Point (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of the Interim Balance Sheet, except as modified herein. The amount of the Medicare Reconciliation Note shall be determined from the Closing Balance Sheet.
Working Capital Determination. Within thirty (30) days after the Closing, Buyer and Seller shall jointly prepare a calculation of the Working Capital Surplus, if any, and Working Capital Deficit, if any, in each case as of the Closing (the “Closing Statement”). The Closing Statement, and the components thereof, will be determined using generally accepted accounting methods as historically applied by Seller.
Working Capital Determination xXXxX*s shall, as soon as reasonably practical after January 31, 2006 and in any event not later than March 15 , 2006, determine the amount of Cash and Cash Equivalents on its balance sheet as of January 31, 2006 in accordance with generally accepted accounting principles consistently applied (“GAAP”), assuming for purposes of such calculation that the full amount of the $20,000,000 to be raised via the Rights Offering has actually been received by xXXxX*s as of such date, regardless of the actual amount, if any, as shall have actually been received, and shall deliver a copy of such determination (the “Determination”) to Alloy. In addition, xXXxX*s shall, determine the amount of Working Capital on its balance sheet as of January 31, 2006 in accordance GAAP and applied on a consistent basis, and shall deliver a copy of such determination (the “Working Capital Determination”) to Alloy along with a “Working Capital Statement” setting forth in reasonable detail its good faith calculation of the Working Capital. To the extent the Working Capital Determination exceeds or is less than the Working Capital Target ($5,600,000), the Year-End Cash True Up shall be adjusted by the amount by which the Working Capital Determination exceeds or is less than the Working Capital Target. If the amount of Working Capital shown on the Working Capital Statement is in excess of negative $5,600,000, such amount will be subtracted from the $30,000, 000 in order to calculate the amount of the Year-End Cash True Up. Should the Working Capital Determination be less than negative $5,600,000, however, such amount will be added to the $30,000, 000 in order to calculate the amount of the Year-End Cash True Up. The Year-End Cash True Up shall be made as follows: based on the calculations as set forth in this paragraph should any amount of cash be required to be adjusted, such adjustment and the related transfer of funds shall be done within 15 days of the Determinations being received by Alloy, and in any event not later than March 30, 2006 (i.e., if the actual Cash and Cash Equivalents on the xXXxX*s balance sheet, as so adjusted, is less than the targeted amount, Alloy shall pay xXXxX*s the full amount of such shortfall, while if the actual Cash and Cash Equivalents on the xXXxX*s balance sheet, as so adjusted, is greater than the targeted amount, xXXxX*s shall pay Alloy the full amount of such excess).
Working Capital Determination. (a) Not more than 60 days after the Closing Date (i) Seller shall deliver to Buyer the balance sheet for SCH with respect to the Business as of the Effective Time for accounting purposes (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of the Interim Balance Sheet, except as modified herein.
Working Capital Determination. (a) At least 5 business days prior to the Closing Date, Seller shall prepare and deliver to Buyer in writing a good faith estimate of the Company’s Working Capital (the “Working Capital Estimate”) as of the Closing Date. The Working Capital Estimate shall reflect Working Capital consistent with financial reporting policies and procedures used by the Company prior to the Closing, which policies and procedures are set forth in Exhibit C to this Agreement. As used in this Agreement, “Working Capital” means the amount of current assets of the Company (excluding current assets relating to deferred manufacturing costs, income taxes and intercompany accounts) minus the amount of the components of current liabilities of the Company (excluding all current liabilities relating to income taxes and intercompany accounts), each as of the Closing Date determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and calculated in a manner consistent with Exhibit C to this Agreement. The Working Capital Estimate shall be accompanied by such working papers and other documents as were utilized by Seller in preparing the Working Capital Estimate.
Working Capital Determination. (a) Not more than 60 days after the Closing Date (i) Seller shall deliver to Buyer the balance sheet for BCG with respect to the Business as of the Effective Time (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared using the same methodologies and assumptions used in connection with the preparation of the Interim Balance Sheet, except as modified herein.
Working Capital Determination. Within sixty (60) days following the ------------------------------ Effective Date, the United Companies shall prepare and provide to the Shareholders a notice ("Working Capital Notice") containing a schedule reflecting the Working Capital of the Company as of the Effective Date ("Working Capital Computation"). If within thirty (30) days following the date of the Working Capital Notice, the Shareholders do not provide the United Companies with its written objection to the Working Capital Computation and a schedule containing the Shareholders' calculation of the Working Capital of the Company as of the Effective Date ("Objection Notice"), then the Working Capital Computation shall be final, conclusive and used for purposes of determining the Working Capital of the Company as of the Effective Date and any Working Capital Purchase Price Offset. If the Objection Notice is timely provided in the form required, and United and the Shareholders are unable to agree in writing upon the Working Capital of the Company as of the Effective Date within thirty (30) days following such Objection Notice, then the issues in dispute will be submitted to a mutually agreed upon "big five" certified public accounting firm (the"Independent Accountant") for the final resolution within thirty (30) days. Each party will furnish to the Independent Accountant such documents and information relating to the disputed issues as the Independent Accountant may request and are available to that party, and will be afforded the opportunity to present to the Independent Accountant any material information relating to the determination and to discuss the determination with the Independent Accountant. The determination by the Independent Accountant, as set forth in a written notice delivered to the parties, will be binding and conclusive on the parties and shall be used for purposes of determining the Working Capital of the Company as of the Effective Date and any Working Capital Purchase Price Offset. United and the Shareholders (combined) will each bear 50% of the fees of the Independent Accountant for such determination.
Working Capital Determination. The Purchase Price shall be decreased by an amount equal to Seller's working capital deficit, if any, in excess of $125,000 ("Section 2.3 Deficit"), calculated on the day immediately prior to the Closing Date (the "Section 2.3
