Working Capital Estimate. At least ten business days prior to the Closing, Partner Company shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Schedule 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with GAAP, applied on a consistent basis with the pro forma combined unaudited balance sheet of Subject Partner Companies as of the Balance Sheet Date and shall present fairly the combined financial position of the Subject Partner Companies as of the Closing Date, in all cases, excluding items related to the Xxxx Operations.
Working Capital Estimate. An estimate of the Working Capital Adjustment shall be calculated by Seller and set forth in an estimate (the “Working Capital Estimate”) delivered to Purchaser not later than five (5) Business Days prior to the scheduled date for Closing. The Working Capital Estimate shall contain information detailing the basis for Seller’s calculations, and Purchaser and its representatives shall have access to such records of Seller and the Selling Affiliate as may be reasonably requested for verifying and confirming such amounts and calculations. If the Working Capital Adjustment set forth on the Working Capital Estimate is a positive number, such amount shall be added to the Closing Cash Consideration and paid by Purchaser to Seller and/or the Selling Affiliate on the Closing Date. If the Working Capital Adjustment set forth on the Working Capital Estimate is a negative number, such amount shall be deducted from the Closing Cash Consideration.
Working Capital Estimate. Not less than five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to Purchaser a statement setting forth Sellers’ reasonable good faith calculation and estimate of the Working Capital as of the opening of business on the Closing Date, which shall be prepared in accordance with GAAP based upon the Books and Records, consistent with the principles and procedures used in preparing the Interim Balance Sheet (such estimate, the “Working Capital Estimate”). Subject to further adjustment pursuant to Section 2.04, to the extent that the Working Capital Estimate reflects Working Capital of less than the Benchmark Capital Amount (the “Working Capital Estimate Underage”), the Purchase Price shall be decreased by the amount of the Working Capital Estimate Underage and such decrease shall reduce the Closing Cash Payment as provided in Section 1.02(a).
Working Capital Estimate. The Working Capital Estimate, delivered at least five (5) Business Days prior to the Closing Date;
Working Capital Estimate. At least two (2) business days prior to the Closing Date, StatusOne shall deliver a document (the "Estimated Working Capital Statement") to American Healthways setting forth StatusOne's good faith estimate of the Working Capital (as determined in accordance with Section 2.3) (the "Estimated Working Capital") as of August 31, 2003 and a reasonable description of the amounts used to determine such calculation. If the Estimated Working Capital is less than One Million Nine Hundred Thousand Dollars ($1,900,000) (the "Working Capital Target"), then the Class A/B Merger Consideration shall be reduced by the amount of such shortfall (the amount of such shortfall, the "Estimated Shortfall"). If the Estimated Working Capital is greater than One Million Nine Hundred Thousand Dollars ($1,900,000), then the Class A/B Merger Consideration shall be increased by the amount of such excess (the amount of such excess shall be referred to herein as the "Estimated Excess").
Working Capital Estimate. The Company shall prepare in consultation with the Buyer and Parent an estimate of the working capital of the Management Business as of immediately prior to the Closing using such methodology and components of working capital as Buyer shall reasonably request and the Company shall deliver such estimate, together with supporting documentation for such estimate, to Buyer and Parent no more than five (5) Business Days and no later than three (3) Business Days prior to the date on which the Closing is expected to occur.
Working Capital Estimate. No later than three Business Days before the Closing Date, the Company shall deliver to Parent (a) an estimated balance sheet of the Company and its consolidated Subsidiaries, which estimated balance sheet reflects estimated balances as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Estimated Balance Sheet”), which shall set forth a good faith estimate of the amount of Working Capital (including the balances of each line item included within the definition of Current Assets and Current Liabilities and calculated prior to the application of any payments to be made under Section 2.10) as of 11:59 p.m. on the date immediately prior to the Closing Date (“Estimated Working Capital”) and (b) a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company to the effect that Estimated Working Capital has been determined in good faith in accordance with the Company’s accounting policies and this Agreement. The Estimated Balance Sheet shall be prepared by the Company 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.
Working Capital Estimate. No less than three (3) days prior to the anticipated Closing Date, Seller shall deliver to Buyer a good faith estimate of Working Capital as of the close of business on the Closing Date ("Estimated Working Capital") together with a statement of the calculation of the Estimated Working Capital.
Working Capital Estimate. Attached hereto as Schedule 2.2(c) is a closing working capital statement (the “Closing Working Capital Statement”) including an estimate of Working Capital as of the Closing Date (“Estimated Working Capital”).
Working Capital Estimate. At least ten business days prior to the Closing, Partner Company shall deliver to Founder its good faith estimate of the Adjusted Working Capital (the “Working Capital Estimate”), calculated in the manner set forth on Section 2.3 of Partner Company Disclosure Schedule for illustrative purposes, together with reasonably detailed supporting documentation and work papers. If the Working Capital Estimate minus the Target Adjusted Working Capital (such difference, which may be a positive or negative number, the “Working Capital Adjustment Estimate”) (a) is equal to a negative number, at Closing the portion of the Purchase Price payable by Founder in cash shall be decreased by an amount equal to the absolute value of the Working Capital Adjustment Estimate, or (b) is equal to a positive number, at Closing the portion of the Purchase Price payable by Founder in cash shall be increased by an amount equal to the Working Capital Adjustment Estimate. Except as specifically provided in the definitions thereof, the Working Capital Estimate, Adjusted Working Capital and all components thereof shall be prepared from the books and records of the Subject Partner Companies in accordance with the historical accounting practices used in connection with the preparation of the Subject Partner Companies’ financial statements for the year ended December 31, 2011, copies of which are attached as Annex IV hereto.
