Closing Date Working Capital Sample Clauses
The Closing Date Working Capital clause defines how the working capital of a business is calculated and assessed as of the closing date of a transaction, typically in mergers or acquisitions. It outlines the specific components included in working capital, such as current assets and liabilities, and may set a target or reference amount to compare against the actual working capital at closing. This clause ensures that both parties have a clear and agreed-upon method for determining any adjustments to the purchase price based on deviations from the target working capital, thereby preventing disputes and aligning expectations regarding the financial position of the business at the time of closing.
Closing Date Working Capital. On the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Buyer a provisional balance sheet of the Company as of the Closing Date (the “Provisional Closing Balance Sheet”). Such Provisional Closing Balance Sheet shall be accompanied by a statement (the “Provisional Closing Statement”) calculating (a) the Net Working Capital of the Company as of the Closing Date (the “Provisional Net Working Capital”) in accordance with the procedure shown on Section 1.04 of the Disclosure Letter annexed hereto (the “Disclosure Letter”) and in a manner consistent with past practice of the Company and in accordance with GAAP (as defined below), together with supporting schedules setting forth in reasonable detail all items of Provisional Net Working Capital therein, (b) the negative difference, if any (the “Net Working Capital Adjustment”), between the Provisional Net Working Capital and 20,000,000 NIS (the “Target Net Working Capital”), (c) the Net Indebtedness of the Company as of the Closing Date (the “Provisional Net Indebtedness”) in accordance with the procedure shown on Section 1.04 of the Disclosure Letter and in a manner consistent with past practice of the Company and in accordance with GAAP (as defined below), together with supporting schedules setting forth in reasonable detail all items of Provisional Net Indebtedness therein and (d) the difference (the “Net Indebtedness Adjustment”) between the Provisional Net Indebtedness and 26,000,000 NIS (the “Target Net Indebtedness”). Seller shall give Buyer and its representatives prior to the Closing Date reasonable access to the books and records and to the appropriate personnel of the Company for purposes of confirming the Provisional Closing Statement. Any Net Working Capital Adjustment and any Net Indebtedness Adjustment shall be applied in adjustment (i.e., with respect to any Net Working Capital Adjustment, a decrease, and with respect to any Net Indebtedness Adjustment, an increase if negative or a decrease if positive) of the Purchase Price otherwise payable by Buyer at Closing (the Purchase Price as so adjusted pursuant to this Section 1.04, the “Closing Purchase Price”). For the avoidance of doubt, if the difference between the Provisional Net Working Capital and the Target Net Working Capital is positive, there shall be no Net Working Capital Adjustment.
Closing Date Working Capital. (a) if the Actual Closing Date Working Capital is greater than (for greater clarity, is more positive (or less negative) than) the Estimated Closing Date Working Capital, increased by an amount equal to the difference between the Actual Closing Date Working Capital and the Estimated Closing Date Working Capital;
(b) if the Actual Closing Date Working Capital is less than (for greater clarity, is less positive (or more negative) than) the Estimated Closing Date Working Capital, decreased by an amount equal to the difference between the Estimated Closing Date Working Capital and the Actual Closing Date Working Capital; or
(c) if the Actual Closing Date Working Capital is equal to the Estimated Closing Date Working Capital, no adjustment shall be made; and
Closing Date Working Capital. In addition to the Estimated 2019 Tax Payment Amount, the Company shall maintain at Closing an aggregate of not less than $90,000 of working capital, consisting of total balance sheet current assets, less total balance sheet current liabilities (the “Closing Date Working Capital”), which the Parties collectively deem to be sufficient to enable the Company to operate the Company Business in the ordinary course consistent with past practices; provided, however, that in no event shall the Closing Date Working Capital be less than the amount of working capital on hand as of December 31, 2018 as set forth in the unaudited consolidated or combined balance sheet of the Company as of that date. In such connection, at the Closing Date, the value of the inventory of the Company (based on the “first in first out” or “FIFO” method of accounting) shall be not less than $80,000, calculated as of May 23, 2020.
Closing Date Working Capital. No later than ninety (90) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Closing Statement”) setting forth the actual Working Capital as of the close of business on the Closing Date (“Closing Date Working Capital”) and including a balance sheet of the Company as of such date and the derivation of Closing Date Working Capital therefrom. For the avoidance of doubt, unless Seller otherwise agrees in writing, Purchaser may not amend, supplement or modify the Closing Statement or the amount of Closing Date Working Capital following its delivery to Seller. If Purchaser fails to deliver the Closing Statement within such ninety (90) day period, then in addition to any other rights Seller may have under this Agreement, Seller shall have the right to elect that the Estimated Closing Date Working Capital be deemed to be the amount of the Closing Date Working Capital and be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.4(d). The Parties acknowledge that no adjustments may be made to the Working Capital Target except in accordance with Section 12.6.
Closing Date Working Capital. “Closing Date Working Capital” shall mean the difference of the Company’s current assets as of the Closing Date, calculated in accordance with GAAP, less the Company’s current liabilities as of the Closing Date, calculated in accordance with GAAP and after satisfaction of the Specified Liabilities actually paid prior to the Effective Time as required by this Agreement.
Closing Date Working Capital. For purposes of this Agreement, “Closing Date Working Capital” shall mean the difference between (i) the sum of Closing Date Receivables (net of reserves) plus the Closing Date Inventory (net of reserves), plus the prepaid health insurance premium in the amount of $21,000, less (ii) the aggregate amount trade accounts payable of Seller comprising a part of the Assumed Liabilities as of the Closing Date, in each case determined as of the close of business on the Closing Date and in accordance with GAAP.
Closing Date Working Capital. The Parties agree that as of the Closing Date:
(A) all regular payments of bills, expenses and salaries accrued in the ordinary course of business not otherwise paid shall remain with the Members of the Xing An Group;
(B) all cash held by the Members of the Xing An Group at Closing together with pre-payments of debts not yet due shall remain with the Members of the Xing An Group; and
(C) all uncollected Accounts Receivable will remain with the Members of the Xing An Group.
Closing Date Working Capital. “Closing Date Working Capital” means the following amount with respect to MMG and the Subsidiary:
Closing Date Working Capital. 1.9(a) Confidentiality Agreement . . . . . . . . . . . . . . . . . . . . .5.2(b) Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3.12 Dedicated . . . . . . . . . . . . . . . . . . . . . . . . . . . .Preamble
Closing Date Working Capital. 3.2.1 Attached hereto as Schedule 3.2 is a statement prepared by the Company and agreed to by the Purchaser estimating as of 31 May 2007 (as if the Closing had occurred as of the end of business on such date) the items set forth in (i) — (ii) of Section 3.1 above (the “Preliminary Statement”).
3.2.2 At least three (3) Business Days prior to Closing Date, the Company shall deliver (a) an estimated balance sheet as of Closing Date and (b) a calculation of the estimated Working Capital of the Company as of the Closing Date reflected in a statement in substantially the form, and applying the accounting methodology set forth in the Preliminary Statement, as set forth on Schedule 3.2. (the “Estimated Closing Date Working Capital Statement”).
3.2.3 Within 120 days following the Closing Date, Purchaser shall deliver to Seller a calculation of the actual Working Capital of the Company as of the Closing Date (the “Actual Closing Date Working Capital Statement”) which shall be reflected in a certificate substantially in the form, and applying the accounting methodology set forth in the Preliminary Statement, as set forth on Schedule 3.2.