Calculation of Working Capital Sample Clauses

Calculation of Working Capital. Not less than seven (7) days prior to Closing, Sellers shall prepare and provide to Buyer a certificate setting forth an estimate of the anticipated Closing Date Working Capital. Buyer shall have five (5) days to review and confirm the basis for Sellers' estimated Closing Date Working Capital. Sellers' calculation of the estimated Closing Date Working Capital shall be made in good faith and in a manner consistent with the calculation of Working Capital as of December 31, 2003 attached hereto as Schedule 1.6. Not later than sixty (60) days after the Closing Date, Sellers shall cause to be prepared the consolidated balance sheet of Sellers as of the Closing Date (such balance sheet being referred to as the "CLOSING BALANCE SHEET"), in accordance with generally accepted accounting principles consistently applied by Sellers in accordance with past practice for the financial statements described in Section 3.4 hereof. Such Closing Balance Sheet shall specifically identify any assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Sellers shall cause an independent public accounting firm selected by Sellers (with the consent of Buyer, such consent not to be unreasonably withheld), to review such Closing Balance Sheet and to issue, as soon as practicable but in any event not later than sixty (60) days after the Closing Date, an agreed procedures report to Sellers and Buyer as to the calculation of Working Capital transferred to Buyer or the Buyer Entities; provided that such accounting firm's report will not require the audit of Sellers' accounts for such purpose. Sellers will permit Buyer and/or Buyer's auditor (or other accounting firm as designated by the Buyer) at the earliest practicable date to review the certificate, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Any dispute which may arise between Sellers and Buyer as to the Working Capital calculation shall be resolved in the following manner:
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Calculation of Working Capital. The calculation of the Target Working Capital for the Company is set forth on Schedule 2.5(a) hereto. Closing Working Capital shall be calculated by employing the same methods, practices, treatments, principles and procedures as used in determining Target Working Capital, as set forth on Schedule 2.5(a) hereto (such methods, practices, treatments, principles and procedures, the “Accounting Principles”), and in accordance with, and subject to, the terms of this Section 2.5. For the avoidance of doubt and for the purpose of determining Closing Working Capital, inventory shall be accounted for on a daily average cost basis, and to the extent there are differences between GAAP and the Accounting Principles, the Accounting Principles will prevail.
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Calculation of Working Capital. Decrease (increase) in working capital, for the purposes of the calculation of Excess Cash Flow, means the following: Beg. of Period End of Period
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Calculation of Working Capital. (a) For purposes of calculating Working Capital in accordance with Section 2.01(h) of the Merger Agreement, all references to "Closing Date" in Section 2.01(h) shall be deemed to refer to 11:59 p.m. (Central Standard Time) on December 31, 2005.
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Calculation of Working Capital. The Estimated Working Capital Payment and the Final Working Capital will be determined in accordance with the methodologies set forth on Schedule 1.1(b); provided, however, that the liabilities included in the Final Working Capital shall include a liability equal to $72,500 for the employer contribution portion of accrued Medicare taxes payable on the Employee Bonus Pool.
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Calculation of Working Capital. Working Capital of the Business shall mean the amount calculated by adding the accounts receivable and inventory of the Business, to the extent such accounts receivable and inventory are consistent in nature and type with the accounts receivable and inventory shown on the Financial Statements, and subtracting from that amount the current liabilities of the Business, to the extent such current liabilities are consistent in nature and type with the current liabilities shown on the Financial Statements, all determined in accordance with generally accepted accounting principles consistently applied (except for the exclusion of footnotes and normal year-end adjustments) and in a manner consistent with the preparation of the Financial Statements.
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Calculation of Working Capital. (a) Not less than seven (7) Business Days prior to the anticipated date for Closing (the “Anticipated Closing Date”), Company will deliver to Neurotrope a schedule (the “Working Capital Schedule”) setting forth, in reasonable detail, Company’s good faith, estimated calculation (the “Working Capital Calculation”) of Working Capital (using an estimate of the Company’s accounts payable, Transaction Costs and accrued expenses as of the Anticipated Closing Date and determined in a manner substantially consistent with the manner in which such items were determined in connection with the Company Financials) as of the close of business on the Business Day immediately preceding the Anticipated Closing Date (the “Working Capital Determination Time”) prepared and certified by Company’s Chief Financial Officer (or if there is no Chief Financial Officer, the Chief Executive Officer of the Company). The date on which the Working Capital Schedule is delivered being referred to hereinafter as the “Delivery Date”. Company shall make available to Neurotrope, as reasonably requested by Neurotrope, the work papers and back-up materials used or useful in preparing the Working Capital Schedule and, if requested by Neurotrope, the Company’s accountants and counsel at reasonable times and upon reasonable notice.
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Calculation of Working Capital. Within 60 days after the Closing, Lone Star will prepare and present to Shareholder a calculation of the Net Working Capital (defined below) of TFI as of the Closing (the "Working Capital Calculation"). The parties agree that the Working Capital Calculation shall be prepared so that it presents fairly the Net Working Capital of TFI as of the Closing using practices and procedures consistent with the preparation of the TFI Financial Statements (defined below). Shareholder and an independent certified public accountant selected and retained by Shareholder (the "Shareholder's Auditor") shall have the right to review and copy, promptly upon request, the work papers of Lone Star and/or its accountants utilized in preparing the Working Capital Calculation for purposes of verifying the accuracy thereof. The Working Capital Calculation shall be binding upon the parties unless shareholder gives written notice of disagreement with any of the values or amounts contained therein to Lone Star within 15 business days after receipt of the working Capital Calculation and the work papers, specifying in reasonable detail the nature and extent of such disagreement. If Lone Star and Shareholder are unable to resolve any such disagreement within such period, the disagreement shall be referred for
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Related to Calculation of Working Capital

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Contract Term Adjustment “Contract Term Adjustment” means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection. To qualify for such adjustment, Purchaser shall give written notice of the lost time not later than 30 days after end of Normal Operating Season in which time was lost and at least 10 days before Termination Date. Contracting Officer shall make prompt written acknowledgment of such notice, indicating concurrence with the number of days in the notice or the number of days Forest Service considers as qualifying for the adjustment. Lost portions of days shall be disregarded in computing time lost. The three circumstances qualifying for a Contract Term Adjustment are:

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

  • Long Term Cost Evaluation Criterion # 4. READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th e “Attachments” section, complete according to the instructions on the form, then uploading the completed form, wit h any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they ma y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@t xxx-xxx.xxx Choice of Law clauses with TIPS Members If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law c lauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to re ad as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect. 5 Agreed Venue of dispute resolution with a TIPS Member In the event of litigation or use of any dispute resolution model when resolving disputes with a TIPS member entity a s a result of a transaction between the vendor and TIPS or the TIPS member entity, the Venue for any litigation or ot her agreed upon model shall be in the state and county where the customer resides unless otherwise agreed by the parties at the time the dispute resolution model is decided by the parties. Agreed

  • Calculation of Borrowing Base For purposes of this Agreement, the “Borrowing Base” shall be determined, as at any date of determination, as the sum of the products obtained by multiplying (x) the Value of each Eligible Portfolio Investment by (y) the applicable Advance Rate; provided that:

  • Price Schedule, Payment Terms and Billing, and Price Adjustments (a) Price Schedule: Price Schedule under this Contract is set forth in Exhibit B.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Determination of Net Asset Value Section 2. The net asset value per share of each class and each series of Shares of the Trust shall be determined in accordance with the 1940 Act and any related procedures adopted by the Trustees from time to time. Determinations made under and pursuant to this Section 2 in good faith and in accordance with the provisions of the 1940 Act shall be binding on all parties concerned.

  • Calculation of Fees Ameriprise will have sole responsibility, and Ameriprise’s records will provide the sole basis, for calculating fees for which Ameriprise invoices under this Agreement. However, the Issuer Entities may provide records to assist Ameriprise in its calculations.

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

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