Working Capital True-Up. (a) Promptly after the end of each month, as part of the Monthly True Up described in Section 7.3(b), the Net Carrying Cost for that month shall be calculated. In the event that the Net Carrying Cost is positive, Coffeyville shall pay such amount to Supplier and in event the Net Carrying Cost is negative, Supplier shall pay such amount to Coffeyville.
Working Capital True-Up. If the Working Capital for the Business set forth on the Closing Working Capital Statement after it is finally determined results in a Working Capital Adjustment in excess of or less than the estimated Working Capital Adjustment used to calculate the Closing Payment as set forth in the Initial Working Capital Statement, then Purchaser shall pay to GTI, or GTI shall pay to Purchaser (or Purchaser may offset, setoff or recoup from the Purchase Price True-Up Holdback the amount that is owed by Sellers to Purchaser), as the case may be, that amount necessary to properly reflect a net payment by GTI of the full final Working Capital Adjustment as set forth in the Closing Working Capital Statement (the “Working Capital True-Up Amount”), in accordance with Section 1.3(c)(viii).
Working Capital True-Up. (a) At least two Business Days prior to the Closing, Sellers Representative shall deliver to Alpha the Month End Balance Sheet. If the Working Capital of the Company as calculated based on the Month End Balance Sheet and in accordance with Section 1.10 of the Disclosure Schedule (the “Estimated Working Capital”) is greater than or less than the Base Working Capital, then the Cash Consideration shall be increased or decreased, as appropriate, at Closing by a cash payment by wire transfer of immediately available funds from Sellers Representative, on behalf and for the benefit of Shareholders, to Parent or Parent to Sellers Representative, on behalf and for the benefit of Shareholders, on a dollar-for-dollar basis by the amount of such excess or deficit (such adjustment, the “Estimated True Up”).
Working Capital True-Up. The Parties to the Acquisition Agreement and the Merger Agreement hereby waive all obligations to calculate the Estimated Working Capital and the Estimated True Up based on the Month End Balance Sheet pursuant to Section 2.3(a) of the Acquisition Agreement and Section 2.4(a) of the Merger Agreement. The Estimated Working Capital shall be deemed to be $8,600,000 and the Estimated True Up shall be deemed to be $0 for all purposes under the Acquisition Agreement. The Estimated Working Capital shall be deemed to be $1,400,000 and the Estimated True Up shall be deemed to be $0 for all purposes under the Merger Agreement. The provisions of the Acquisition Agreement and Merger Agreement related to the calculation of the Final Working Capital and the Final True Up shall not be amended by this Section 4 and shall continue in full force and effect.
Working Capital True-Up. (a) At least two Business Days prior to the Closing, Sellers Representative shall deliver to Buyer the Month End Balance Sheet. If the Working Capital of the Subject Companies as calculated based on the Month End Balance Sheet and in accordance with Section 1.10 of the Disclosure Schedule (the “Estimated Working Capital”) is greater than or less than the Base Working Capital, then the Purchase Price shall be increased or decreased, as appropriate, at Closing on a dollar-for-dollar basis by the amount of such excess or deficit (such adjustment, the “Estimated True Up”).
Working Capital True-Up. (a) On or before the seventy-fifth (75th) day next following the Closing Date, XXX shall deliver to the Contributee a statement (the “True-Up Statement”), which shall set forth all assets and obligations/liabilities accrued on the books and records of XXX, SS OP Holdings, SSA, and the SSA Subsidiaries as of the Closing Date, in each instance also with respect to Business Employees, including Accrued Business Employee Obligations.
Working Capital True-Up. In the event that the accounts receivables of the Sale Companies exceed the accounts payables of the Sale Companies prior to Closing by more than Thirteen Million Dollars (US $13,000,000) regardless of whether or not such amounts are reflected on the Closing Balance Sheet, the Purchase Price would be reduced dollar-for-dollar for such excess over Thirteen Million Dollars (US $13,000,000).
Working Capital True-Up. (a) Within 60 days after the Closing Date, Purchaser will prepare and deliver or cause to be prepared and delivered to the Seller Representative a balance sheet of STAR LP as of the close of business on August 31, 2007 (the "Closing Date Balance Sheet") and a proposed statement of the Net Working Capital of STAR LP prepared therefrom (the "Closing Statement"), in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing, other than the payment at Closing of the Closing Date Funded Indebtedness, if any, which shall be treated as paid as of the Effective Time. The Closing Date Balance Sheet and the Closing Statement (i) will reflect, respectively, the financial position of STAR LP and the components and calculation of the Net Working Capital of STAR LP and (ii) will be prepared and determined as of the close of business on August 31, 2007, in accordance with GAAP applying the same accounting principles, policies, and practices that were used in preparing the Reference Financial Statements. The Net Working Capital of STAR LP as of the close of business on August 31, 2007, determined in accordance with this Section 3.3 is referred to herein as the "Closing Working Capital Balance."
Working Capital True-Up. (a) At least two (2) Business Days prior to the Closing, Seller shall deliver to Buyer the Month End Balance Sheet. If the Working Capital of the Companies as calculated based on the Month End Balance Sheet and in accordance with Schedule 1.1(H) (the "Estimated WC Amount") is greater than the Base WC Amount, then the Purchase Price shall be increased at Closing on a dollar-for-dollar basis by the amount of such excess. If the Estimated WC Amount is less than the Base WC Amount, then the Purchase Price shall be decreased at Closing on a dollar-for-dollar basis by the amount of such deficit.
Working Capital True-Up. (a) Promptly after the end of each month, as part of the Monthly True Up described in Section 7.3(b), the Net Carrying Cost for that month shall be calculated. In the event that the Net Carrying Cost is positive, Coffeyville shall pay such amount to Supplier and in event the Net Carrying Cost is negative, Supplier shall pay such amount to Coffeyville. (b) For each day during a month, Supplier shall determine, as of such day, the Daily Carrying Value pursuant to Exhibit E. (c) Supplier shall provide Coffeyville with its calculation of the Net Carrying Cost as part of the invoice for the Monthly True-Up Payment. ARTICLE 9 TEMPORARY ASSIGNMENT 9.1
