Statement of Working Capital Sample Clauses

Statement of Working Capital. Within seventy-five (75) days after the Closing Date, Seller shall at its expense prepare and deliver to Buyer a statement (the "Statement of Working Capital") setting forth Working Capital (as defined below) as of the close of business on the Closing Date ("Closing Working Capital"), together with an audited special purpose report of the Seller's independent auditors that the Statement of Working Capital has been prepared in compliance with the requirements of this Section 1.4. Buyer shall cause its employees to assist Seller in the preparation of the Statement of Working Capital and shall provide Seller on-site access upon reasonable telephonic notice and at all reasonable times to the personnel, properties, books and records relating to the Business for such purpose. Buyer acknowledges that Seller shall have the primary responsibility for preparing the Statement of Working Capital.
Sample 1Sample 2
AutoNDA by SimpleDocs
Statement of Working Capital. (a) As promptly as practicable, but in any event within 30 Business Days following the Closing Date, Parent shall deliver to the Purchaser (i) a statement (the "Statement of Working Capital") indicating the amount of current trade accounts receivable, net of allowance for doubtful accounts, SAP Thai Value Added Tax (VAT) receivables, if any, and Inventories, less accounts payable and accrued current liabilities (it being understood that (i) only those accrued current liabilities actually being transferred to the Purchaser pursuant to this Agreement shall be included in this statement and that this statement shall exclude any Receivables or rebates due to the SAP Business from the Purchaser and its Affiliates pursuant to any materials supply agreements, and (ii) to the extent there are any other current Receivables existing as of the Closing Date that were not included in the June 30, 1999 statement of working capital (attached hereto as Exhibit 2.08), the Purchaser shall promptly advise Parent whether it wishes to acquire any of such current Receivables, and should the Purchaser decide to acquire any of such current Receivables, then any of such current Receivables actually acquired by the Purchaser will be included in the Statement of Working Capital) (the "Working Capital") of the SAP Business as of the Closing Date, which Statement of Working Capital shall be prepared substantially in the same manner as the June 30, 1999 statement of working capital attached hereto as Exhibit 2.08 and (ii) an unqualified report thereon of Parent's Accountants stating that the Statement of Working Capital fairly presents in all material respects the Working Capital of the SAP Business at the Closing Date.
Sample 1Sample 2
Statement of Working Capital. As soon as practicable, but in any event within forty-five Business Days following the Closing Date, Seller shall deliver to Purchaser a statement of the Working Capital (the "Statement of Working Capital") as of the close of business on the Closing Date, together with a report thereon of KPMG, independent accountants for Seller ("Seller's Accountants"), to the effect that the amounts reflected therein have, except as set forth in Schedule 2.9(a), been prepared in accordance with the policies and procedures used to prepare the 1994 Audited Financial Statements as described in Section 3.12.
Sample 1
Statement of Working Capital. Seller shall deliver to Purchaser on the second Business Day prior to the scheduled Closing Date a certificate of an authorized officer of Seller setting forth Seller’s reasonable estimate of the current assets and the current liabilities, including accrued but unpaid liabilities such as employee compensation and rent expense, of the Business as of the Closing Date (the “Statement of Estimated Working Capital”). The Statement of Estimated Working Capital will exclude the Assumed Liabilities. The Statement of Estimated Working Capital shall be prepared consistent with GAAP and in the form of Schedule 1.3(a) hereto (including the line items set forth on such Schedule). Purchaser shall deliver to Seller, within forty-five (45) days, an updated Statement of Working Capital of the Business as of the Closing Date (the “Closing Date Statement of Working Capital”), including substantially the same line items as were included in the Statement of Estimated Working Capital. The trustee fees included in the Closing Date Working Capital Statement shall separately identify the amount of each trustee fee and the portions thereof that are in respect of services billed in advance and services billed in arrears. Seller may dispute the Closing Date Working Capital Statement in accordance with the procedures described in Section 1.3(c) below.
Sample 1
Statement of Working Capital. As soon as practicable, but in any event within 60 calendar days following the Effective Time, the Partners shall prepare and deliver to the Purchaser a statement of the Working Capital of KTC as of the Effective Time (including the balance sheet of KTC as of the Effective Time) (the "Statement of Working Capital"), together with an agreed upon procedures report thereon of Pricewaterhouse Coopers LLP, independent accountants for KTC ("KTC's Accountants"), stating that the Statement of Working Capital of KTC as of the Effective Time has been prepared in accordance with generally accepted accounting principles as applied by KTC ("KTC Accounting Policies") on a basis consistent with the preparation of the audited balance sheet of KTC as at December 31, 1997.
Sample 1
Statement of Working Capital. Parent shall have received the Statement of Working Capital from the Company not less than three (3) Business Days prior to the Closing Date pursuant to Section 1.8.
Sample 1
Statement of Working Capital. As promptly as practicable after the Closing Date, but in any case not later than 90 days thereafter, Purchaser shall cause to be prepared and delivered to Seller a "Statement of Working Capital" in accordance with the following guidelines (the date on which such Statement of Working Capital is delivered by Purchaser to Seller is referred to herein as the "Delivery Date"):
Sample 1
AutoNDA by SimpleDocs
Statement of Working Capital. At least two (2) days prior to the Closing, the Company will prepare, or cause to be prepared by its independent accountant, a statement of working capital (the “Statement of Working Capital”) setting forth (i) the Current Assets and Current Liabilities of the Company and (ii) the Net Working Capital of the Company, in each case available as of the Closing Date. For purposes of this Agreement, (A) “Current Assets” shall mean all Cash and accounts receivable of the Company, that in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied and consistent with the accounting principles, policies and procedures of the Company applied in preparing the Reference Balance Sheet (the “Accounting Principles”), constitute current assets of the Company, (B) “Current Liabilities” shall mean all accounts payable of the Company that in accordance with GAAP consistently applied and consistent with the Accounting Principles, constitute current liabilities of the Company, and (C) “Net Working Capital” shall mean Current Assets minus Current Liabilities. For the avoidance of doubt, “Current Liabilities” shall include any litigation expenses (which, for the avoidance of doubt, shall include any settlement amounts) 37 relating to the Reserved Litigation Matters, to the extent such expenses constitute a current obligation of the Company.
Sample 1
Statement of Working Capital. As soon as practicable, but in any ---------------------------- event within 60 calendar days following the Effective Time, the Partners shall prepare and deliver to the Purchaser a statement of the Working Capital of KBC, as of the Effective Time (the "Statement of Working Capital"), together with an ---------------------------- agreed upon procedures report thereon of PriceWaterhouseCoopers LLP, independent accountants for KBC ("KBC's Accountants"), stating that the Statement of Working ----------------- Capital of KBC, as of the Effective Time, has been prepared in accordance with generally accepted accounting principles applied on a basis consistent with the preparation of the audited balance sheet of KBC as at December 31, 1997 (the "KBC Accounting Policies"). ------------------------
Sample 1

Related to Statement of Working Capital

  • Information Systems Acquisition Development and Maintenance Security of System Files. To protect City Information Processing Systems and system files containing information, Service Provider will ensure that access to source code is restricted to authorized users whose specific job function necessitates such access.

  • Changes in Equipment, Systems, Etc USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust under this Agreement.

  • Forecasting Manager and Sprint PCS will work cooperatively to generate mutually acceptable forecasts of important business metrics including traffic volumes, handset sales, subscribers and Collected Revenues for the Sprint PCS Products and Services. The forecasts are for planning purposes only and do not constitute Manager's obligation to meet the quantities forecast.

  • Transactional Services The Service Provider shall communicate to its Customers, as to shares of the Fund, purchase, redemption and exchange orders reflecting the orders it receives from its Customers or from any brokers and banks for their Customers. The Service Provider shall also communicate to beneficial owners holding through it, and to any brokers or banks for beneficial owners holding through them, as to shares of the Fund, mergers, splits and other reorganization activities, and require any broker or bank to communicate such information to its Customers.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes.

  • TRUNK FORECASTING 58.1. CLEC shall provide forecasts for traffic utilization over trunk groups. Orders for trunks that exceed forecasted quantities for forecasted locations will be accommodated as facilities and/or equipment are available. Embarq shall make all reasonable efforts and cooperate in good faith to develop alternative solutions to accommodate orders when facilities are not available. Company forecast information must be provided by CLEC to Embarq twice a year. The initial trunk forecast meeting should take place soon after the first implementation meeting. A forecast should be provided at or prior to the first implementation meeting. The semi-annual forecasts shall project trunk gain/loss on a monthly basis for the forecast period, and shall include:

  • Program Monitoring and Evaluation (c) The Recipient shall prepare, or cause to be prepared, and furnish to the Association not later than six months after the Closing Date, a report of such scope and in such detail as the Association shall reasonably request, on the execution of the Program, the performance by the Recipient and the Association of their respective obligations under the Legal Agreements and the accomplishment of the purposes of the Financing.”

  • TECHNICAL EVALUATION (a) Detailed technical evaluation shall be carried out by Purchase Committee pursuant to conditions in the tender document to determine the substantial responsiveness of each tender. For this clause, the substantially responsive bid is one that conforms to all the eligibility and terms and condition of the tender without any material deviation. The Institute’s determination of bid’s responsiveness is to be based on the contents of the bid itself without recourse to extrinsic evidence. The Institute shall evaluate the technical bids also to determine whether they are complete, whether required sureties have been furnished, whether the documents have been properly signed and whether the bids are in order.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Additional Accounting Services Ultimus shall also perform the following additional accounting services for each Portfolio:

Time is Money Join Law Insider Premium to draft better contracts faster.