Estimated Net Working Capital. (a) Not more than 5 and not less than 2 Business Days prior to the Closing Date, the Company and Xxxxxxxx shall deliver, or cause to be delivered, to LMP a certificate of the Company, prepared by the Company’s certified public accounts (the “Xxxxxxxx CPA”), that contains a reasonable good faith estimate of the Company Group Entities’ aggregate Net Working Capital, as of the Adjustment Calculation Time (“Estimated NWC”), and the Xxxxxxxx CPA shall provide LMP with supporting financial statements, work sheets, and other documentation reasonably requested by LMP.
Estimated Net Working Capital. At least three (3) days prior to the Closing Date, the Sellers will prepare or cause to be prepared and deliver to Buyer, at the sole expense of the Sellers, an estimated calculation of the Net Working Capital (the “Estimated Net Working Capital”), which shall be set forth in a balance sheet statement format detailing the estimated calculation thereof (such statement being hereinafter referred to as the “Estimated Net Working Capital Statement”). The Estimated Net Working Capital Statement shall be prepared in good faith in accordance with GAAP and the Working Capital Guidelines. The Sellers shall permit Buyer and its representatives to have reasonable access to the books, records and other documents pertaining to or used in connection with the preparation of the Estimated Net Working Capital Statement and, upon request, provide Buyer with copies thereof. If the Estimated Net Working Capital is less than the Assumed Net Working Capital (the amount by which the Assumed Net Working Capital exceeds the Estimated Net Working Capital being referred to herein as the “Estimated Net Working Capital Deficit”), then the Base Purchase Price shall be decreased pursuant to Section 1.2 by an amount equal to the Estimated Net Working Capital Deficit. If the Estimated Net Working Capital is greater than the Assumed Net Working Capital (the amount by which the Estimated Net Working Capital exceeds the Assumed Net Working Capital being referred to herein as the “Estimated Net Working Capital Excess”), then the Base Purchase Price shall be increased pursuant to Section 1.2 by an amount equal to the Estimated Net Working Capital Excess.
Estimated Net Working Capital. The Company will deliver to Parent, not less than three (3) or more than five (5) Business Days prior to the Closing Date, a statement (the “Estimated Net Working Capital Statement”) that will set forth a good faith estimate of the Net Working Capital of the Company as of the close of business on the Closing Date (the “Estimated Net Working Capital”). The “Estimated Net Working Capital Adjustment” shall be an amount equal to (A) the Estimated Net Working Capital minus (B) the Minimum Required Net Working Capital.
Estimated Net Working Capital. Immediately prior to Closing, the Company shall have prepared and delivered to Purchaser a schedule (the ”Estimated Closing Statement”) showing the Company’s estimate of Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). The preparation of the Estimated Closing Statement shall be for the sole purpose of calculating the Net Working Capital as of the end of business on the Closing Date. The Estimated Net Working Capital as of the end of business on the Closing Date shall be calculated in the same manner as the calculation of Net Working Capital as of December 31, 2005 set forth on Schedule 3.3(a) attached hereto.
Estimated Net Working Capital. On or before the Closing Date, the Member Representative and the Buyer shall agree on the estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”).
Estimated Net Working Capital. Not less than two (2) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a good faith statement (the “Estimated Closing Statement”) setting forth an estimate of the Net Working Capital (the “Estimated Net Working Capital”), (A) prepared and determined in accordance with GAAP (except as otherwise set forth as an exception pursuant to item (B) of this Section 2.3(c)(i) below), and to the extent consistent with GAAP, the financial principles, accounting methods, practices, assumptions, policies, methodologies and procedures consistently applied in the preparation of the Reference Balance Sheet set forth on Appendix A (including any adjustments set forth therein); and (B) except for any exceptions solely to the extent expressly set forth as an exception to GAAP on the face of the Reference Balance Sheet set forth on Appendix A. The Estimated Closing Statement shall provide reasonable detail and supporting documentation. Seller agrees that, during such ten (10)-Business Day period prior to the Closing Date, Seller shall (and shall cause its employees and representatives to) cooperate and consult with (including by providing additional information), and in good faith consider any changes to the Estimated Closing Statement (including all components thereof) proposed by, Buyer.
Estimated Net Working Capital. At least three Business Days before the Closing, the Company shall prepare and deliver to Parent a statement setting forth its good faith estimate of Net Working Capital (the “Estimated Net Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Net Working Capital, including a calculation of Holder Transaction Expenses (the “Estimated Net Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as of a fiscal year end.
Estimated Net Working Capital. No later than three Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a good faith estimate of the Net Working Capital as of the Closing Date, together with all calculations related thereto (the “Estimated Net Working Capital”). “Net Working Capital” shall mean (i) the total current assets of the Business, including the Recourse Financing Receivables but excluding (A) Cash, (B) all assets related or attributable to Taxes, except any value added Tax or other comparable indirect Tax actually paid by the Sold Companies on or prior to the Closing Date for which the Sold Companies will be entitled to input credit or other offset against Tax that otherwise would be required to be paid by the Sold Companies subsequent to the Closing Date, (C) prepaid insurance maintained on the books of the Company and (D) Excluded Assets, less (ii) the current liabilities of the Business, including all accrued vacation Liabilities with respect to employees of the Business but excluding (A) all liabilities related or attributable to Taxes other than payroll taxes attributable to the Sold Companies, (B) unclaimed property reserve, (C) accrued salaries and wages, bonus accrual and incentive accrual with respect to the Business’ U.S. employees and employees of Harsco GmbH (it being understood that such items are Excluded Liabilities pursuant to Section 2.4(b)(iii)), (D) insurance liabilities maintained on the books of the Company (it being understood that such items are Excluded Liabilities), (E) long-term disability accrual (it being understood that the corresponding liability is an Excluded Liability), and (F) Excluded Liabilities, in each case, as of 11:59 p.m. (Eastern Time) on the Closing Date and giving effect to the transactions described in Section 5.16, determined (i) in accordance with the Special Purpose Accounting Principles applied on a basis consistent with the Audited Financial Statements, as modified by the accounting principles set forth on Schedule 2.7(a) (including with respect to inventories), and (ii) consistent with the calculation of Reference Working Capital, which calculation is attached hereto as Schedule 1.2 (the “Agreed Principles”).
Estimated Net Working Capital. The Company shall deliver the net working capital on its balance sheet equal to the estimated Net Working Capital as of Closing (the “Estimated Net Working Capital”) set forth on the Estimated Working Capital Statement. Prior to the Closing, HoldCo will provide Parent with a written statement setting forth the Estimated Net Working Capital and its components (the “Estimated Working Capital Statement”).
Estimated Net Working Capital. (i) The Sellers’ Representative has prepared and delivered to Purchaser a balance sheet of the Company as of June 30, 2013 prepared in accordance with GAAP (the “Estimated Closing Balance Sheet”), a copy of which is attached hereto as Exhibit A and which contains the Sellers’ good faith best estimate of the Net Working Capital as of June 30, 2013 (the “Estimated Net Working Capital”). To the extent that the Estimated Net Working Capital is less than US $500,000 (five hundred thousand U.S. dollars) (the “Minimum Closing Net Working Capital”), the Purchase Price (and the Closing Payment pursuant to Section 2) will be decreased dollar-for-dollar by the amount of such shortfall. To the extent that the Estimated Net Working Capital is greater than the Minimum Closing Net Working Capital, the Purchase Price (and the Closing Payment required to be made pursuant to Section 2 at the Closing) will be increased dollar-for-dollar by the amount of such excess.
