Working Capital Payment. Not later than thirty (30) days following the Closing Date, the Company shall deliver to Purchaser the Net Working Capital Statement. If the Closing Net Working Capital exceeds the sum of (i) the Net Working Capital Target plus (ii) $250,000, then Purchaser will promptly (but in no event more than five Business Days) pay to the Company (by wire transfer of immediately available funds) an amount equal to such excess (but only, for the avoidance of doubt, if a positive number) (the “Excess Net Working Capital Payment”). If the sum of (i) the Net Working Capital Target minus (ii) $250,000 exceeds the Closing Net Working Capital, then the Company will promptly (but in no event more than five Business Days) pay to Purchaser (by wire transfer of immediately available funds) an amount equal to such excess (but only, for the avoidance of doubt, if a positive number) (the “Net Working Capital Shortfall”). In the event the Purchaser disputes the Net Working Capital Statement, the Purchaser shall within five Business Days following receipt thereof provide written notice of such dispute to the Company, including a reasonably detailed explanation regarding the basis for such dispute. The parties shall thereafter endeavor in good faith to resolve such dispute on a mutually agreeable basis; provided, however, that if any such disputes remain unresolved after ten Business Days, either party can submit such dispute to PricewaterhouseCoopers (an independent accounting firm) (the “Independent Firm”), and such Independent Firm shall make a binding determination (made in accordance with this Agreement) with respect to such dispute within ten Business Days following the submission of the dispute thereto. The fees, costs and expenses of the Independent Firm initially be allocated 50% to the Company and 50% to Purchaser; provided that such fees, costs and expenses will ultimately be allocated between the Company and Purchaser in the same proportion that the aggregate amount of the disputed items so submitted to the Independent Firm that is unsuccessfully disputed by such Party (as finally determined by the Firm) bears to the total amount of disputed items submitted. For example, if the company submits an adjustment of $1,000 for a specific item, and if Purchaser contests -19- only $500 of the amount claimed by the Company, and if the Independent Firm ultimately resolves the dispute by awarding the Company $300 of the $500 contested, then the fees, costs and expenses of the Indepe...
Working Capital Payment. On the Closing Date, CBA shall have an amount of Working Capital on its balance sheet of no less than seven hundred fifty thousand dollars ($750,000) (the “Working Capital Amount”). All or any portion of the Working Capital Amount may be comprised of, at CBA’s sole election (a) cash, and/or (b) investments by CBA on the Closing Date into Public Funds (“Fund Investment”). CBA shall notify Parent and Pubco in writing no later than one (1) Business Day prior to the Closing Date what portion (if any) of the Working Capital Amount will be cash and what portion (if any) of the Working Capital Amount will be Fund Investments. Notwithstanding the foregoing, if as of one (1) Business Day prior to the Closing Date, the Working Capital Amount would equal seven hundred fifty thousand dollars ($750,000) but for the Long-Term Payable, then CBA Member shall have the right to elect, immediately prior to the Closing, to either forgive that portion of the Long-Term Payable equal to the difference (expressed as a positive number) between CBA’s actual Working Capital Amount and seven hundred fifty thousand dollars ($750,000) (the “Long-Term Payable Reduction Amount”) or contribute such Long-Term Payable Reduction Amount to CBA as an additional capital contribution, and upon either such election, the Working Capital Amount shall be deemed to be seven hundred fifty thousand dollars ($750,000).
Working Capital Payment. (a) Prior to the Cash Distribution, the Parties shall jointly prepare an estimate of the Net Working Capital Balance, which estimate shall be based on a combined balance sheet of the WPG Business as of April 30, 2014 and adjusted on a pro rata basis based on the average daily cash flow attributable to the WPG Business multiplied by the number of days between April 30, 2014 and the Distribution Date (the “Estimated Net Working Capital Balance”). If the Estimated Net Working Capital Balance is greater than $10 million, the amount of the Cash Distribution shall be increased by the amount of such Estimated Net Working Capital Balance. If the Estimated Net Working Capital Balance is less than $10 million, the amount of the Cash Distribution set forth in Section 2.13(a) shall be decreased by the amount of such Estimated Net Working Capital Balance.
Working Capital Payment. (a) Following the Effective Date, the Parties shall confirm the Working Capital Payment as set forth in this Section 2.4.
(b) As soon as reasonably practicable following the Effective Date, but in no event more than forty five (45) calendar days thereafter (the “Closing Net Working Capital Delivery Date”), Sellers shall prepare, or cause to be prepared, and deliver to the Buyers, (i) unaudited income statements and balance sheets (without footnotes) for the Projects and their owners as of the Closing Date; together with (ii) an unaudited statement of its own calculation of the Closing Net Working Capital (the “Closing Net Working Capital Statement”). In preparing the Closing Net Working Capital Statement, Sellers shall use the principles and formula set forth on Schedule 2.4 (with no further adjustment of the items titled “Reserves” contained therein). On the Closing Working Capital Delivery Date, Sellers shall also provide to Buyers detailed financial information sharing the basis for the Closing Net Working Capital Statement and during the Review Period (as defined below) shall promptly provide to Buyers such information as Sellers used as Buyers may request to confirm the correctness of the Closing Net Working Capital Statement. Each Party shall provide the other with total access to the books and records of each Company and RMHP in possession of such Party for all purposes under this Section 2.4.
(c) After receipt of the Closing Net Working Capital Statement from Sellers, Buyers shall have twenty (20) calendar days to review the Closing Net Working Capital Statement (the “Review Period”). If the Buyers disagree with Sellers’ computation of the Closing Net Working Capital, the Buyers may, on or prior to the last day of the Review Period, deliver a notice to Sellers (the “Notice of Objection”), which sets forth Buyers’ objections to the calculation of the Closing Net Working Capital. Any Notice of Objection shall specify those items or amounts with which Buyers disagree, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Buyers’ calculation of Closing Net Working Capital based on such objections.
(d) If Buyers fail to deliver the Notice of Objection to Sellers within the Review Period, Buyers shall be deemed to have accepted Seller’s calculation of Closing Net Working Capital and the Closing Net Working Capital Statement shall be final, conclusive and binding. If ...
Working Capital Payment. If the Closing Date Working Capital, as finally determined pursuant to the procedures set forth in Section 2.1.4, is less than the Target Working Capital (such difference being referred to herein as the "Working Capital Shortfall"), then within five business days after the Special Determination (as defined in Section 2.1.4(i) below) and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4, (A) WWG shall pay to the Purchaser 60% of the Working Capital Shortfall and (B) immediately thereafter, WWG, WWG2 and the Purchaser shall contribute to the capital of the Company as a contribution to capital, 39% by WWG, 1% by WWG2 and 60% by the Purchaser, respectively, of the Working Capital Shortfall. If WWG fails to make the payment referred to in (A) above or if WWG or WWG2 fails to make the contribution referred to in (B) above, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset such amount against any future Purchase Price payments to WWG. If the Closing Date Working Capital, as finally determined pursuant to the procedures set forth in Section 2.1.4, is greater than Target Working Capital, within five days after the Special Determination and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.4, the Company shall make a distribution to WWG in the amount of the difference between Target Working Capital and the Closing Date Working Capital. Any amount paid pursuant to this Section 2.1.1(b) shall be referred to as the "Working Capital Payment."
Working Capital Payment. If the Effective Date Working Capital, as finally determined pursuant to the procedures set forth in Section 2.1.3, is less than the Target Working Capital (such difference being referred to herein as the "Working Capital Shortfall"), then within five business days after the Special Determination (as defined in Section 2.1.3(i) below) and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.3, (A) IMS Holdco shall pay to the Purchaser 75% of the Working Capital Shortfall and (B) immediately thereafter, IMS Holdco and the Purchaser shall contribute to the capital of the Company as a contribution to capital, 25% and 75%, respectively, of the Working Capital Shortfall. If IMS Holdco fails to make all or any portion of the payment referred to in (A) above or the contribution referred to in (B) above, in addition to any other legal remedies available to it, the Purchaser shall have the right to offset any remaining unpaid amount against any future Purchase Price payments to IMS Holdco, which in the case of (B) above shall then be contributed by the Purchaser to the capital of the Company in respect of IMS Holdco's obligation under (B) above. If the Effective Date Working Capital, as finally determined pursuant to the procedures set forth in Section 2.1.3, is greater than Target Working Capital, within five days after the Special Determination and any adjustments thereto shall have become binding on the parties pursuant to the procedures set forth in Section 2.1.3, the Company shall make a distribution to IMS Holdco in the amount of the difference between Target Working Capital and the Effective Date Working Capital. Any amount paid pursuant to this Section 2.1.1(b) shall be referred to as the "Working Capital Payment."
Working Capital Payment. In the event of an Actual Deficiency, the amount of such Actual Deficiency shall be paid first from the Working Capital Holdback and then, if necessary, by Seller (without regard to the Threshold (as defined herein) or any other limitation). In the event that either (i) the Actual Deficiency is less than the Working Capital Holdback or (ii) the Closing Working Capital is equal to or greater than $1,900,000, Buyer shall promptly (and in any event within two (2) business days after determination of the Closing Working Capital) pay Seller the Working Capital Holdback less the Actual Deficiency, if any.
Working Capital Payment. As additional consideration for the working capital of the VAR Business, Purchaser agrees to pay and Seller agrees to accept the sum of $5,000,000, payable as set forth in Section 3.3 below and subject to adjustment as set forth in Section 3.4 below.
Working Capital Payment. (a) As used herein, the term “Net Working Capital” shall mean the aggregate current assets of Seller conveyed to Purchaser pursuant to Section 1.7 hereof (excluding those Excluded Assets which would otherwise be included in current assets), minus the aggregate current liabilities of Seller assumed by Purchaser pursuant to Section 1.9 hereof (excluding those Excluded Liabilities which would otherwise be included in current liabilities), all as determined in accordance with generally accepted accounting principles (“GAAP”), including the methods and practices, as historically applied by Seller and reflected in its audited balance sheet as of December 31, 2003 (the “Hospital Historical GAAP Principles”). In the event an accounting principle, including the methods and practices, as historically applied by Seller is not in accordance with GAAP, it shall not constitute a Hospital Historical GAAP Principle for any purpose under this Agreement and shall not be followed in the determination of Net Working Capital or the EBITDA of the Hospital (hereinafter defined).
Working Capital Payment. If it is determined pursuant to Section 3.3 that the Purchase Price paid at the Closing is greater than the Purchase Price as adjusted pursuant to Section 3.2, the Sellers shall remit an amount equal to the Shortfall to Buyer in cash (with such amount to be first satisfied from the Other Escrow Amount) within five (5) Business Days of the final determination thereof by wire transfer of immediately available funds. If it is determined pursuant to Section 3.3 that the Purchase Price paid at the Closing is less than the Purchase Price as adjusted pursuant to Section 3.2, Buyer shall remit an amount equal to the Excess to the Sellers’ Representative (for further distribution by the Sellers’ Representative to the Sellers in accordance with the Pro Rata Percentage for each Seller) in cash within five (5) Business Days of the final determination thereof by wire transfer of immediately available funds. Obligations of the Sellers to pay Buyer the Shortfall pursuant to the terms of this Section 3.4 shall be satisfied first by payment from the Other Escrow Amount, but shall not be limited at any time to the value of the Other Escrow Amount. The Sellers acknowledge and agree that Buyer’s exercise of its rights under the Escrow Agreement shall not limit Buyer’s right to recover any amounts owed to it that exceed the Other Escrow Amount and application of the Other Escrow Amount shall not be in substitution of or in any way limit Buyer’s exercise of its other rights and remedies hereunder, or under any other agreement or Applicable Law. The Sellers’ Representative, on the one hand, and Buyer, on the other hand, each agree to promptly execute and deliver to the Escrow Agent any certificates necessary to give effect to the release of the Other Escrow Amount to the extent consistent with the provisions of this Section 3.4.
