Working Capital Amount. The parties shall have agreed on the normalized working capital amount as contemplated by Section 3.5(b).
Working Capital Amount. The Borrower shall maintain the Working Capital Amount in the Earnings Account PROVIDED THAT the Borrower may apply the Working Capital Amount towards the Operating Expenses if the prior written consent of the Agent is obtained which the Agent shall be entitled to withhold if any sums made or previously made available to the Borrower pursuant to Clause 10.11 have been used for purposes other than Operating Expenses.
Working Capital Amount. At Closing, the Acquiring Parties shall hold in escrow in a segregated account for the benefit of Acquiror an amount in cash equal to $2,500,000 (the “Working Capital Amount”). Subsequent to Closing, prior to Acquiror or any Transferor Party paying any payables or otherwise making payments to satisfy Liabilities related to the Business, Acquiror shall submit a reasonably detailed invoice to Parent for approval and authorization for the release of payment amounts from the Working Capital Amount. The Working Capital Amount shall be used solely and exclusively for the payment by Acquiror of the payables arising from the day-to-day operations of the Business set forth on Schedule 2.9 (excluding any fees or costs for attorneys, accountants, or financial advisors engaged by a Transferor Party, whether engaged in connection with the negotiation, execution and delivery of the Transaction Documents, and the advice related thereto, or otherwise, regardless of whether such fees or costs are set forth on Schedule 2.9). The Working Capital Amount shall be held by Parent in a segregated account until Parent receives written instructions executed by Xxxxx Xxxxxx or Xxxxxx Xxxxxx, which instructions shall (i) set forth the amount to be released from escrow and (ii) not be unreasonably withheld, conditioned or delayed. Upon receipt of such instructions, Parent shall release and deliver to Acquiror an amount from the Working Capital Amount being held in escrow equal to the amount set forth in the instructions. The Parties acknowledge and agree that, as described in Section 2.5, $1,000,000 of the Consideration for the Transferred Assets is being held in escrow by Parent as a portion of the Working Capital Amount to be used solely and exclusively for the payment by Acquiror of payables arising from the day-to-day operations of the Business as set forth in this Section 2.9. On June 19, 2013, any remaining amounts comprising the Working Capital Amount remaining in escrow, up to $1,000,000, shall be released and delivered to Transferor, and any portion of the Working Capital Amount, in excess of $1,000,000, remaining in escrow on June 19, 2013, shall be released and delivered to Parent. The Parties also acknowledge and agree that, for the avoidance of doubt and in consideration for Parent’s agreement to pay certain payables of the Business as set forth in this Section 2.9, Parent shall be entitled to all Receivables. Notwithstanding anything to the contrary set forth in this Sec...
Working Capital Amount. Section 1.1.......................15
Working Capital Amount. The “Working Capital Amount,” as determined and agreed to by the Parties is $179,643.00, which represents and reflects the only and final adjustment related to pre- and post-Effective Date expenses and revenue related to the Assets. In calculating the Working Capital Amount, the Parties agree that Schedule 2.3 reflects accounts payable to be retained by the Seller. The Parties agree and covenant that after the Closing Date, Purchaser shall be entitled to receive all income, proceeds, receipts, and credits with respect to the Assets, and shall be responsible for all payments related to the Assets, for the periods of time prior to, on, and after the Effective Date.
Working Capital Amount. (a) Prior to the Closing Date, Imagyn's and Buyer's representatives shall jointly conduct a physical count of the inventories included in the Assets, and Buyer shall review the books and records of the Business. Based on such count and review, Buyer, Imagyn and Sellers shall jointly prepare a statement setting forth the estimate of the amount of the Working Capital (as defined in Section 2.04(h)) of the Business as of the Closing Date (the "Preliminary Working Capital Amount"). In the event the Preliminary Working Capital Amount is less than Eight Million Nine Hundred Twenty-Five Thousand Dollars ($8,925,000), the Base Initial Payment shall be reduced, on a dollar-for-dollar basis, by the amount by which the Preliminary Working Capital Amount is less than Nine Million Dollars ($9,000,000). There shall be no adjustment of the Base Initial Payment in the event the Preliminary Working Capital Amount exceeds Eight Million Nine Hundred Twenty-Five Thousand Dollars ($8,925,000).
Working Capital Amount. THE ASSETS TO BE ACQUIRED FROM EPIC SHALL INCLUDE ALL OF THE ASSETS USED INOR NECESSARY TO THE OPERATIONOF THE BUSINESS OR PROPSED BUSINESS OF EPIC, AND SHALL INCLUDE THE ASSETS IDENTIFIED ON SCHEDULE 2.1.
Working Capital Amount. The parties acknowledge and agree that in the ---------------------- event that it is discovered at any time following the Closing that the Accounts Receivable or the prepaid expenses acquired pursuant to Sections 1.1.10 or 1.1.11 of this Agreement were invalid or that the liabilities assumed pursuant to Section 2.1(v) were understated such that the working capital amount that should have been a part of the Purchase Price at Closing differed from the Working Capital Amount actually included, and the difference provided a benefit to Sellers, Purchaser shall be entitled to promptly receive from Sellers the amount that was incorrectly attributable to the Working Capital Amount in favor of Sellers. The parties further acknowledge and agree that in the event that any Accounts Receivable assumed by Purchaser pursuant to Section 1.1.10 of this Agreement have not been collected within 120 days of the Closing Date that, upon written notice from Purchaser detailing the amount of such uncollected Accounts Receivable, Sellers shall promptly pay to Purchaser an amount equal to the amount of such uncollected Accounts Receivable and, in the event of any subsequent collection of the uncollected Accounts Receivable by Purchaser, Purchaser shall promptly remit such funds to Sellers.
Working Capital Amount. 3.1 At least five Business Days prior to the Closing Date, CPW shall deliver to Best Buy its bona fide estimate of the Core Debt and Working Capital Amount, together with reasonable supporting evidence in respect thereof. CPW and Best Buy shall discuss the basis on which the estimate has been prepared.
Working Capital Amount. Following adjustments and distributions in accordance with and required by Sections 1.1(e), 3.17(a), 5.17 and 7.3 and after giving effect to the payment from the Trust Account by Parent of (i) the Cash Consideration (as adjusted pursuant to Section 1.1(h)), (ii) the Aggregate Tender Consideration, (iii) the Regulatory Fees, and (iv) the Combined Transaction Expenses, there shall be available for distribution from the Trust Account upon the Effective Time an amount no less than Fourteen Million Dollars ($14,000,000) to be paid to the Surviving Company in respect of the Capital Contribution to fund the Surviving Company’s future working capital needs and there shall be no unsatisfied liabilities (contingent or otherwise) with respect to the Combined Transaction Expenses relating to services rendered through the Closing Date) (the “Working Capital Amount”).”
