Working Capital Requirement Sample Clauses

Working Capital Requirement. A. The SFPUC maintains working capital in the form of unappropriated reserves for the purpose of bridging the gap between when the SFPUC incurs operating expenses required to provide service and when it receives revenues from its Retail and Wholesale Customers. The Wholesale Customers shall fund their share of working capital as part of the annual Wholesale Revenue Requirement calculation. The amount of wholesale working capital for which the Wholesale Customers will be responsible will be determined using the 60-day standard formula approach. B. Applying this approach, annual wholesale working capital equals one-sixth of the wholesale allocation of operation and maintenance, administrative and general, and property tax expenses for the Water and Hetch Hetchy Enterprises. Wholesale working capital shall be calculated separately for the Water and Hetch Hetchy Enterprises. C. Each month, the sum of the Water Enterprise and Hetch Hetchy Enterprise working capital components will be compared with the ending balance in the Wholesale Revenue Coverage Reserve to determine if the Wholesale Customers provided the minimum required working capital. If the Wholesale Revenue Coverage Reserve is greater than the total Water Enterprise and Hetch Hetchy Enterprise working capital requirement, the Wholesale Customers will have provided their share of working capital. If the Wholesale Revenue Coverage Reserve is less than the total Water Enterprise and Hetch Hetchy Enterprise working capital requirement, the Wholesale Customers will be charged interest on the difference, which will be included in the adjustment to the Balancing Account under Section 6.05.B for the subsequent fiscal year.

Working Capital Requirement. With respect to any period, the extent, if --------------------------- any, by which such Person's Working Capital for such period exceeds such Person's Working Capital for the immediately preceding period.

Working Capital Requirement. As of the Effective Time, Target and its Subsidiaries shall have at least Five Million and No/100 Dollars ($5,000,000.00) of working capital that shall include, but is not limited to, rights to unpaid reimbursements pursuant to Section 5.03 of this Agreement (the “Working Capital Requirement”). In the event that Target and its Subsidiaries have less than the Working Capital Requirement at the Effective Time, the Major Shareholders shall be severally, in the proportions set forth in Annex “A” attached to this Agreement and made a part hereof for all purposes, responsible to Parent for payment of the shortfall, but in the event that, at the Effective Time, Target and its Subsidiaries have more than the Working Capital Requirement, Parent shall be responsible to the Major Shareholders for payment of the excess. Working capital is defined as current assets less current liabilities determined in accordance with GAAP.

Working Capital Requirement. Within forty-five (45) days following the Closing Date, Seller shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Business as of the Closing Date (the "Preliminary Balance Sheet"). The Preliminary Balance Sheet will be prepared in accordance with GAAP consistently applied and consistent with GAAP principles used to prepare the March Balance Sheet. In the event Working Capital at the Closing Date as reflected on the Preliminary Balance Sheet is less than the Target Amount, then Seller shall pay to Buyer an amount equal to the aggregate of the shortfall. In the event Working Capital at the Closing Date as reflected on the Preliminary Balance Sheet is in excess of the Target Amount, then Buyer shall pay to Seller an amount equal to the excess. All amounts payable (the "Working Capital Requirement") under this subsection 6.4(a) shall be paid in cash within five (5) days after the preparation of the Preliminary Balance Sheet by wire transfer of immediately available funds to an account designated in writing by the recipient. For purposes of this Agreement, "Target Amount" means U.S. $150 million; provided, however, that if the Closing has not occurred by September 30, 1998 (the "Target Closing Date"), the U.S. $150 million amount shall be decreased (the "Working Capital Reduction") by U.S. $5 million at the end of each fourteen-day period commencing on the Business Day immediately following the Target Closing Date; provided, further, that, notwithstanding the immediately preceding proviso, the Working Capital Reduction shall not take effect in the event the Closing has not occurred by reason of the failure to comply with any material covenant or agreement in this Agreement by Seller which has not been cured within ten (10) days following receipt by Seller of notice of such breach or failure to comply.

Working Capital Requirement. Consolidated Working Capital at any time to be less than $1; or

Working Capital Requirement. At the time of Closing, the Company shall have in the aggregate $1,150,000 of unrestricted cash or cash equivalents immediately available for use by the Company subject to Section 11.5 hereof.

Working Capital Requirement. The Company and its Subsidiaries "Working Capital" (as defined herein) as of the Management Date shall not be less than $170,000 ("Working Capital Requirement"), as shown on a consolidated balance sheet and Profit and Loss Statement and combining worksheet (prepared in accordance with GAAP and consistent with the March 31, 2004 Financials) as of the Management Date ("Management Date Financials"). "Working Capital" shall mean the current assets less the current liabilities as determined in accordance with GAAP provided the current liabilities shall be reduced by an amount equal to the sum of the following: (i) the amounts due over the 12 months following the date of calculation for the following: the Note Payable to Wade Spooner; the Note Payxxxx xx Xxxxd Wender; the Note Payxxxx xx Xxxxen McKinney; amounts dxx xxxxx xxx Xxttlement with the Mississippi PSC; amounts due under the Settlement with BIPCO; amounts due under the Amerifirst debt; plus (ii) amounts owed for e911 fees (including penalties and interest), plus (iii) the disputed charges with Bell South less $60,000. Ix xxe event that the Working Capital Requirement is not met, the Parent and Acquisition Sub may nevertheless elect to close and reduce the Parent Stock Consideration by an amount equal to the difference between the Working Capital Requirement and the actual Working Capital.

Working Capital Requirement. Between the date hereof and the Closing Date, Parent shall not take any action out of the ordinary course of its business that would materially increase the Minimum Financing Requirement as defined in Section 6.5 below and shall use reasonable commercial efforts to complete the financing contemplated by Section 6.5 below.

Working Capital Requirement. (i) Upon the Closing Date, the Company shall have Working Capital in an amount not less than Four Hundred Thousand Dollars ($400,000.00) which Xxxxx represents and warrants, based on the Company's historical experience, is an adequate amount of working capital for the operation of the Company's business after the Closing in the same manner as presently conducted. (ii) To the extent that the amount, if any, by which the Company's Working Capital as of the Closing Date is less than Four Hundred Thousand Dollars ($400,000.00), the Purchase Price shall be decreased by such amount; to the extent that the amount, if any, by which the Company's Working Capital as of the Closing Date is greater than Four Hundred Thousand Dollars ($400,000.00), the Purchase Price shall be increased by such amount; the adjustment to the Purchase Price based on the Working Capital as described herein shall be referred to as the "Purchase Price Adjustment for Working Capital".

Working Capital Requirement. For purposes of this Agreement, the working capital adjustment is the amount (which may be positive or negative) calculated on a dollar-for-dollar basis, by which the Net Working Capital as of immediately prior to the Closing (for the avoidance of doubt, (i) including the financial impact of all transactions occurring at any point on the Closing Date in the ordinary course of the Company’s business, consistent with past practices and (ii) excluding the financial impact of any actions taken by or at the sole direction of Buyer or its Affiliates with respect to, or after, the Closing) (such amount, the “Working Capital Adjustment Amount”) is greater or less than one dollar ($1.00) (the “Working Capital Target”). Net Working Capital and the Working Capital Adjustment Amount shall be determined in the same manner as the calculation of the Working Capital Target as set forth on Schedule 1.3 (the “Net Working Capital Example”). For the avoidance of doubt, Accounts Receivable, net, and Accounts Payable, net, shall not reflect any amounts receivable by the Company from any Affiliate of the Company, or any amounts payable by the Company to any Affiliate of the Company, respectively, except for amounts due or payable in connection with logistics, brokerage or other services rendered or received in the ordinary course of business. For purposes of this Section 1.3, the Closing shall be deemed effective as of 11:59 p.m. on the Closing Date.