Working Capital Statement.
(a) Within 20 Business Days of the Effective Date, the Seller must procure that the Company prepares a draft Working Capital Statement in accordance with clause 5.4 (“Preparation of Working Capital Statement”) and delivers it to the Buyer with a view to determining the Working Capital as at 30 September 2013 (in accordance with this clause) and therefore the Adjustment Amount.
(b) The Buyer must complete its examination and review of the draft Working Capital Statement within 10 Business Days after receipt by it (the “Review Period”).
(c) The Buyer must, by no later than the end of the Review Period, deliver the Seller with written notice stating whether it agrees with the Adjustment Amount in the draft Working Capital Statement. If it does, or if it does not deliver such written notice by the end of the Review Period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for the purposes of this agreement.
(d) If the Buyer does not agree with the Adjustment Amount in the draft Working Capital Statement, then its notice to the Seller shall set out:
(i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”);
(ii) the grounds on which it disputes the Disputed Matters; and
(iii) its opinion of the Adjustment Amount.
(e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters.
(f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree):
(i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and
(ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be ...
Working Capital Statement. 6.1.1 The Sellers shall prepare in consultation with the Buyer, and deliver to the Buyer, not more than 5 Business Days after the date of this Agreement (or such other period as the Buyer and the Sellers may agree in writing), a statement (the Pre-Closing Working Capital Statement) setting forth their good faith estimated calculation of the Working Capital Amount as of First Completion, which shall be prepared in accordance with US GAAP and include reasonable support for the calculations made therein.
6.1.2 The Buyer shall prepare in consultation with the Sellers and Sellers’ registered accountant and Buyer’s certified public accountant, and deliver to the Sellers, not more than 60 Business Days after Second Completion, a statement (the Post-Closing Working Capital Statement) setting forth their good faith final calculation of the Working Capital Amount as of First Completion , which shall be prepared in accordance with US GAAP and include reasonable support for the calculations made therein. The Pre-Closing Working Capital Statement and the Post-Closing Working Capital Statements are together the Working Capital Statements.
6.1.3 The Sellers or the Buyer, as applicable, shall further deliver together with the applicable draft Working Capital Statement such additional documentation, background notes and working papers as either party may reasonably require in order to review the Working Capital Statements.
6.1.4 The Working Capital Statements shall each be prepared as if the Company had remained under the ownership of the Sellers and shall include any flow of funds which will occur at First Completion or Second Completion in connection with this Agreement but shall exclude the Tax effects or consequences (including any Tax, or withholdings of or on account of Tax) of or relating to:
(a) the conversion of any of the Loan Notes and/or the acquisition hereunder of any of the Loan Notes and/or the issue of any of the Converted Shares in connection with such conversion;
(b) the actual or deemed repayment, interest payment, release or waiver in whole or in part for Tax or accounting purposes of or in respect of any of the Loan Notes (or the loans to which they relate) as a result of the matters referred to at paragraph (a) above;
(c) the ETV Agreement;
(d) the Fees Agreement;
Working Capital Statement. The Parties acknowledge that it is possible that, during the period prior between Signing and Completion, it may become apparent that certain items which could not have been anticipated at the Signing Date and which would generally be understood to constitute working capital items should be included in the pro forma statement set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements) notwithstanding the fact that they were not contemplated in such pro forma statement as at the date of this Agreement. If either Party believes such a scenario has arisen, prior to Completion, such Party shall have the right to notify the other Party in writing, following which the Parties shall discuss in good faith in order to agree any such modification(s) as they may agree to be appropriate (acting reasonably) to the pro forma statement set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements).
Working Capital Statement. (i) Prior to the Closing Date, the Seller Representative shall deliver to Buyer a good faith estimate of the Working Capital as of a point in time immediately prior to the Closing, prepared in accordance with Agreed Accounting Principles and in a manner consistent with the determination and calculation on Schedule 2.3(a) of Target Working Capital, together with related supporting schedules, calculations and documentation and a calculation of any resulting Working Capital Underage or Working Capital Overage (the “Estimated Working Capital”). If the Estimated Working Capital is less than the Target Working Capital, the Purchase Price paid at Closing shall be reduced by the amount of such shortfall (the “Working Capital Underage”), subject to further adjustment as provided in this Section 2.3. If the Estimated Working Capital is greater than the Target Working Capital, the Purchase Price paid at Closing shall be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.3.
(ii) Within forty-five (45) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Working Capital Statement”) setting forth the calculation of the Working Capital as of the point in time immediately prior to the Closing the (“Closing Working Capital”). The Working Capital Statement shall be prepared in accordance with Agreed Accounting Principles.
Working Capital Statement. Within the one hundred twenty (120) day period after the Closing Date (or such reasonable extension thereof as approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed), Buyer shall deliver, or cause to be delivered, to Seller a statement (the “Working Capital Statement”) setting forth Buyer's objections, if any, to the calculations set forth in the Estimated Working Capital Statement, together with reasonably detailed supporting documentation to substantiate any such objections, including the calculations of: (i) the Closing Net Working Capital and (ii) the Working Capital Increase or the Working Capital Decrease, as the case may be. The Working Capital Statement and the calculations thereunder shall be prepared and calculated by Buyer in good faith.
Working Capital Statement. As at 30 June 2016, the consolidated working capital of the Issuer amounted to EUR -327.25 million. The working capital is calculated as the current assets minus the current liabilities. The negative working capital is mainly due to the short term financial debts maturing within the year. At 30 June 2016, the current consolidated liability of the Issuer amounted to EUR 426.43 million, including short term financial debt for: • EUR 290.50 million in commercial papers with a term of less than one year; • EUR 21.50 million in debt maturing within the year. As at 30 June 2016, the short term financial debt of EUR 312.04 million was fully covered by the undrawn portions of long-term confirmed credit facilities totalling EUR 946.50 million. Hence, at 30 June 2016 the Issuer had EUR 1,269.00 million of committed revolving credit facilities at its availability, of which EUR 322.50 million was drawn. Hence, an amount of EUR 946.50 million was available on committed credit facilities. On the date of this Securities Note, the Issuer is of the opinion that, taking into account its available cash and equivalents, it has sufficient working capital to meet its present requirements and cover the working capital needs for a period of at least 12 months as of the date of the Securities Note. As at 30 June 2016, Cofinimmo had EUR 946.50 million available on undrawn committed credit facilities. This amount allows to cover the financial obligations of the company for the coming 12 months. These obligations include: • the commercial paper program for EUR 290.50 million; • debt maturities for EUR 21.50 million. • the investment pipeline for EUR 186.01 million: o health care assets: EUR 66.60 million o offices: EUR 95.72 million o distribution property networks: EUR 5.70 million The below table describes the expected use of the working capital for the coming 12 months: Undrawn credit facilities on 30 June 2016 946.50 Back up short term commercial paper programme 290.50 Available headroom under credit facilities 656.00 2016 2017 Q3 Q4 Q1 until 30.06.17 Available headroom under credit facilities start of period 656.00 509.42 463.61 418.91 Investments 117.58 16.80 14.96 18.68 Debt maturities 0.00 0.00 0.00 21.00 Dividend 29.00 29.00 29.75 29.75 Available headroom under credit facilities end of period 509.42 463.61 418.91 349.49 At the end of this 12 months period, it is expected that the balance of available headroom under credit facilities will amount to approximatively EUR 349.49 ...
Working Capital Statement. Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a statement of working capital for the Companies (the "Working Capital Statement") showing the Companies' Combined Net Working Capital as of the close of business on the Closing Date. "Companies' Combined Net Working Capital" means current assets minus current liabilities of the Companies on a combined basis determined after giving effect to the transactions to be consummated prior to or at the Closing ((i) eliminating the working capital effect of any Excluded Assets and Excluded Liabilities to be distributed out of the Companies prior to the Closing and the current portion of any liability for which the Companies shall not be responsible, and (ii) including the working capital effect of any Included Assets and Assumed Liabilities to be transferred to the Companies prior to the Closing)), with current assets and current liabilities accounts calculated in accordance with generally accepted accounting principles ("GAAP"), and on a basis consistent with the past accounting practices of the Companies, except that (x) deferred overburden shall be excluded from current assets and (y) the accrued reclamation liabilities shall remain as stated on the July 31, 1995 Pro Forma Balance Sheet attached as Schedule 5A(b). Notwithstanding the above, for purposes of this Agreement, excluded from the Companies Combined Net Working Capital shall be the following items: (1) except for the effect of the Owed Contribution as described in Section 1(h)(ii), TMI, (2) the Equipment Payment, as defined in Section 3(c), (3) any state and federal income tax liability, and (4) the Consumers Power Liability and the Pittston Liability, both as defined in Section 3(c)(iv)(B).
Working Capital Statement. Within 60 days following the Closing ------------------------- Date, CHS shall prepare (or cause to be prepared), issue and deliver to a Redeeming Stockholders' Representative a statement of the Net Working Capital Amount (the "Working Capital Statement"), and the computation of the Redemption ------------------------- Consideration Adjustment, as defined below. The Working Capital Statement shall be prepared as set forth in Schedule 3.8 using the same accounting methods, ------------ policies, practices, principles and procedures (the "Methods"), with consistent ------- classifications, judgments and valuation and estimation methodologies (the "Methodologies"), that were used in the preparation of the December 31 Balance -------------- Sheet (as defined in Section 5.7), except as otherwise provided on Schedule 3.8. ----------- ------------
Working Capital Statement. Within 90 days after the Closing Date, Buyer shall cause to be prepared and deliver to Riverside a working capital statement (the "WORKING CAPITAL STATEMENT") setting forth the Net Working Capital as of the Closing Date determined in accordance with GAAP and the Applicable Accounting Principles consistently applied, excluding the Company Debt, the Management Bonuses and the Selling Expenses (the "FINAL WORKING CAPITAL").
Working Capital Statement. Within 60 days following the Closing Date, the Purchaser shall cause to be prepared and delivered to the Vendor a working capital statement (the "WORKING CAPITAL STATEMENT") setting forth the Net Working Capital as of the Closing Date (the "FINAL WORKING Capital"). The Working Capital Statement is to be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Corporation Financial Statements.
