Working Capital Report Clause Samples
A Working Capital Report clause requires the preparation and delivery of a detailed statement outlining the current assets and liabilities of a business, typically as of a specific date. This report is often prepared in connection with a business transaction, such as a merger or acquisition, and is used to determine whether the working capital target or threshold agreed upon by the parties has been met. By providing a clear and standardized assessment of the company's short-term financial health, this clause helps ensure transparency and facilitates fair post-closing adjustments between the parties.
Working Capital Report. 3.1 The Group will have sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of publication of the UK Prospectus.
Working Capital Report. 7.1 All information supplied by the Company to the Banks and/or the Auditors for the purposes of the Working Capital Report prepared by the Auditors in connection with the Rights Issue and in respect of any updates thereto, has been supplied to them in good faith; and such information was when supplied and remains true and accurate in all material respects and not misleading in any material respect, and no information has been withheld the absence of which would be reasonably likely to have affected the contents of the Working Capital Report.
7.2 The Working Capital Report has been approved by the Directors or a duly authorised committee thereof and the liquidity and funding and regulatory capital projections contained in the Working Capital Report have been made after due and careful enquiry and consideration, all statements of fact therein are true and accurate and not misleading in any material respect, all expressions of opinion, intention or expectation contained therein will be made on reasonable grounds after due and careful enquiry and consideration and honestly held by the Directors and fairly based, there will be no other facts known or which could on reasonable enquiry have been known to the Company on the date of the Working Capital Report or the date of the Prospectus or at Admission, the omission of which would make any such statement or expression in the Working Capital Report misleading in any material respect, all the bases and assumptions on which the Working Capital Report is based are reasonable and, so far as the Company is aware, there are no other assumptions on which the Working Capital Report ought to have been based which were not made.
7.3 So far as the Company is aware, after taking into account existing available bank and other facilities, the Exchange Offers and the net proceeds of the Rights Issue, the Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this Agreement and the Prospectus.
Working Capital Report. 9.1 The Working Capital Report has been approved by the Directors or a duly authorised committee thereof and has been made after due and careful enquiry and consideration. All statements of fact therein are true and accurate in all material respects and not misleading in any material respect, all expressions of opinion, intention, belief or expectation contained therein are made on reasonable grounds after due and careful enquiry and consideration and are honestly held by the Directors and are fairly based, there are no other facts known or which could on reasonable enquiry have been known to the Company, the omission of which would make any such statement or expression in the Working Capital Report misleading in any material respect, all the bases and assumptions on which the Working Capital Report is based are, in the opinion of the Company, reasonable and, in the Company’s opinion, there are no other material assumptions on which the Working Capital Report ought to have been based which have not been made. In this paragraph 9.1 and in paragraph 9.2, “material” shall mean material in the context of the cash flow and working capital projections or the Working Capital Report.
Working Capital Report. The statements in the Prospectus, including without limitation, those relating to working capital represent the true and honest opinion of the Directors arrived at after due and careful consideration and enquiry. The working capital report prepared and delivered pursuant to Clause 3.2 has been properly compiled by the Directors on the basis of the assumptions stated therein and is presented on a basis consistent with the accounting principles and policies adopted by the Company in relation to the preparation of the Accounts after making adequate provision for all known liabilities (whether ascertained, contingent or otherwise); the assumptions upon which such working capital report are based have been made after due and careful consideration and are fair and reasonable in the context of the Group taken as a whole and that there are no facts known or which could on reasonable enquiry have been known to the Directors which have not been taken into account in the preparation of such working capital report and which could be expected to have a material effect thereon.
Working Capital Report. 6.1 The cashflow and working capital projections the subject of the Working Capital Report have been prepared with all due care and attention by the Company and the Directors on the basis of the assumptions set out in such projections and such assumptions are fair and reasonable and there are no facts known or which could on reasonable enquiry have been known to the Company or the Directors which have not been taken into account in the preparation of such projections and which could reasonably be expected to have an effect thereon and all written information supplied to the Reporting Accountants for the purpose of its examination and review of the working capital projections the subject of the Working Capital Report was when give and remains true and accurate in all material respects and not misleading in any material respect.
6.2 Having regard to the proceeds of the Placing receivable by the Company, the Group will have sufficient working capital for its present and reasonably foreseeable future requirements which will, for the avoidance of doubt, be until at least the first anniversary of Admission.
Working Capital Report. As soon as practicable (and, in any event, within 30 days) after the Effective Time, the Surviving Corporation shall prepare and deliver to the Holder Representative (i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the "Closing Balance Sheet"), and (ii) a report (the "Working Capital Report") setting forth calculations of Working Capital of the Company as of the Effective Time (the "Effective Time Net Working Capital") and the amount of the resulting increase or decrease in Working Capital (the "Working Capital Change") from $8,701,000, the amount of the Working Capital of the Company set forth in the June 30, 1996 financial statements of the Company referred to in Section 4.6 (the "Base Working Capital"). Such Working Capital Report shall be prepared in accordance with Section 2.8(d).