Estimated Working Capital Statement. 7 GAAP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Estimated Working Capital Statement. At least three Business Days prior to the Closing Date, the Sellers shall deliver to Buyer an estimated working capital statement as of the Closing Date, which statement shall set forth the Sellers' good faith estimate of the Combined Current Assets and Combined Liabilities of the Combined CATV Business and the Estimated Adjustment Amount as of the Closing Date as determined in accordance with GAAP and in a manner consistent with the preparation of the Interim Financial Statements, except as otherwise required by this Agreement (the "Estimated Working Capital Statement"). On the date that Sellers deliver the Estimated Working Capital Statement, the Sellers shall also deliver to Buyer an estimate of the number of Basic Subscribers to be transferred to Buyer under this Agreement and the Agreement and Plan of Reorganization as of the Closing Date (the "Combined Basic Subscriber Estimate"). The number of Basic Subscribers set forth in the Combined Basic Subscriber Estimate shall be used on the Closing Date for computing the Purchase Price and the Subscriber Adjustment, if any. Basic Subscribers transferred to Buyer under this Agreement and the Agreement and Plan of Reorganization shall be deemed to include all Basic Subscribers of the Combined CATV Business, irrespective of the lack of approval or consent of Governmental Authorities to transfer to Buyer any franchises containing Basic Subscribers.
Estimated Working Capital Statement. At least five Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a good faith estimate of the Working Capital on the Closing Date (such estimate, the “Estimated Working Capital”), including reasonable detail regarding the calculation of Working Capital (which shall include reasonable back–up documentation regarding the line items that make up Working Capital) (the “Estimated Working Capital Statement”). The Estimated Working Capital Statement shall be prepared in accordance with GAAP on a basis consistent with the accounting policies, practices, procedures and principles used in preparing the Company Balance Sheet (to the extent such policies, practices, procedures and principles were in accordance with GAAP). The Company (on behalf of the Members) on the one hand and the Purchaser and Parent on the other hand each shall bear its own expenses in the preparation and review of the Estimated Working Capital Statement.
Estimated Working Capital Statement. At least ten (10) business days prior to the Closing Date, Seller shall deliver to Buyer a working capital statement of Seller as of the Closing Date, which statement shall set forth Seller's good faith estimate of the Subscriber Adjustment, if any, and the Current Assets and Current Liabilities of the CATV Business as of the Closing Date as determined in accordance with GAAP and in a manner consistent with the preparation of the Financial Statements, except as otherwise required by this Agreement (the "Estimated Working Capital Statement").
Estimated Working Capital Statement. The Estimated Working Capital Statement shall have been delivered by the Company to KIT and shall have been approved by KIT in its sole discretion.
Estimated Working Capital Statement. A copy of the Estimated Working Capital Statement pursuant to Section 6.5(a).
Estimated Working Capital Statement. Set forth at Exhibit C is the Company’s estimated statement of the Working Capital of the Company as of the Closing Date (the “Estimated Working Capital Statement”). Such statement was prepared in accordance with GAAP, consistently applied.
Estimated Working Capital Statement. The Company shall have delivered to Parent the Estimated Working Capital Statement approved by Parent, in its reasonable judgment.
Estimated Working Capital Statement. Seller shall prepare and submit to the Buyer, not later than ten (10) days prior to the Closing, a written good faith estimate of (i) the Current Assets and Current Liabilities of the CATV Business as of the Closing Date and the Average Three Month Revenue; and (ii) the amount of the adjustments to the Purchase Price in accordance with this Section 2.03 (the "Estimated Working Capital Statement"). The Estimated Working Capital Statement shall be based upon the books and records of the Systems. The Estimated Working Capital Statement submitted to the Buyer shall be accompanied by (a) a statement setting forth in reasonable detail the calculation of the Estimated Working Capital Statement, the Current Assets and Current Liabilities of the CATV Business as of the Closing Date and the Average Three Month Revenue, including appropriate back-up documentation related thereto and in support thereof and (b) a certificate signed by a senior officer of the Seller certifying that, to such officer's knowledge, but without any personal liability to such officer, the Estimated Working Capital Statement was calculated in accordance with the provisions of this Section 2.03. The Seller shall also deliver to the Buyer such other information as may be reasonably requested by the Buyer to verify the Estimated Working Capital Statement.
Estimated Working Capital Statement. Schedule 2.10 sets forth the estimated current assets minus current liabilities of the Company and its Subsidiaries (the “Working Capital”) as of (i) the Closing Date with respect to those liabilities arising outside the ordinary course of business (including for example employee bonuses, employee termination costs, lease termination costs, post-Closing Real Estate Lease operating costs and transaction expenses) and liabilities relating to employee healthcare and Real Estate Lease operating costs incurred during the period from the date hereof to the Closing Date, and (ii) the date hereof with respect to all other current assets and current liabilities (the “Estimated Working Capital”) prepared in good faith and in accordance with GAAP. To the extent that the Estimated Working Capital is less than $565,025 (the “Target Working Capital”), the cash portion of the Merger Consideration payable at Closing will be decreased by such deficiency. To the extent that the Estimated Working Capital is greater than the Target Working Capital, the cash portion of the Merger Consideration payable at Closing will be increased by such excess. Any adjustment to the Merger Consideration under this Section 2.10(a) shall be the “Estimated Working Capital Closing Adjustment.”
