Examples of Parent Working Capital in a sentence
Stockholders’ Representative Proposed Parent Working Capital Deficit Amount.
RMS McGladrey shall have delivered to Parent and SMB pursuant to Section 5.12 a Working Capital Notice setting forth that the Parent Working Capital is a positive number.
Within 15 days prior to the contemplated Closing Date as agreed to by Parent and SMB, Parent shall prepare and deliver to McGladrey & Xxxxxx, LLP a working capital statement (the “Working Capital Report”) setting forth the current assets and current liabilities of Parent as of the previous business day and a calculation of the Parent Working Capital.
The Closing Date Working Capital as finally determined by (A) failure of Parent to deliver a Parent Closing Balance Sheet and Parent Working Capital Statement, or (B) failure of the Representative to deliver a Working Capital Objection Statement, or (C) agreement of the Representative and Parent (including pursuant to a notice by the Representative that the Parent Working Capital Statement is acceptable), or (D) the Neutral Auditor, shall be the “Final Working Capital”.
The Parent Working Capital Schedule shall be prepared in accordance with GAAP and the calculation of the Initial Working Capital Schedule.
Such revised amount of such Closing Working Capital shall not reflect any difference from the amount of such Closing Working Capital set forth on the Parent Working Capital Statement other than differences required to reflect the resolution of such disputed items and amounts by the Dispute Accountants.
If Executive fails to return any such property, the Company shall be entitled to deduct from the Severance an amount equal to the value of non-returned property.
As of the Closing Date, the Parent Working Capital shall be no less than $1,000,000.
Not later than the next business day following delivery of the Working Capital Report to McGladrey & Xxxxxx, LLP, McGladrey & Xxxxxx, LLP shall deliver to Parent and SMB, via facsimile in accordance with Section 9.01 hereunder, written notice (the “Working Capital Notice”) setting forth the Parent Working Capital.
If after the Effective Date Great American and/or any Affiliate or Subsidiary thereof obtains a Parent Working Capital Facility, each Guarantor absolutely and unconditionally, jointly and severally, as a primary guarantor and not merely as a surety guarantees, agrees to be liable for, the due and punctual payment and performance (whether at the stated maturity, by required prepayment, by acceleration or otherwise) by each of the Borrowers of the Guaranteed Amount (the “PWCF Guaranty Obligation”).