Working Capital Statement. 7.29 The Parties acknowledge that it is possible that, during the period prior between Signing and Completion, it may become apparent that certain items which could not have been anticipated at the Signing Date and which would generally be understood to constitute working capital items should be included in the pro forma statement set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements) notwithstanding the fact that they were not contemplated in such pro forma statement as at the date of this Agreement. If either Party believes such a scenario has arisen, prior to Completion, such Party shall have the right to notify the other Party in writing, following which the Parties shall discuss in good faith in order to agree any such modification(s) as they may agree to be appropriate (acting reasonably) to the pro forma statement set out in Part IV (Pro Forma Working Capital Statement) of Schedule 11 (Pro Forma Statements). Capital Projects
Working Capital Statement. Within five (5) Business Days before the scheduled Closing Date, Company will prepare, or cause to be prepared, and deliver to Parent an unaudited statement (the “Pre-Closing Working Capital Statement”), which shall set forth the Company’s calculation of Working Capital as of the date five (5) Business Days before the scheduled Closing Date (the “Pre-Closing Working Capital”). The Pre-Closing Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with Company’s preparation of its consolidated balance sheet and in accordance with the formula set forth on Schedule 4 attached hereto. Upon receipt from the Company, Parent shall have two (2) Business Days to review the Pre-Closing Working Capital Statement (the “Review Period”). If Parent disagrees with Company’s computation of the Pre-Closing Working Capital, Parent may, on or prior to the last day of the Review Period, deliver a notice to Company (the “Notice of Objection”), which sets forth its objections to Company’s calculation of Pre-Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the standards set forth in Schedule 4 or in this Section 6.17 for the preparation of the Pre-Closing Working Capital Statement and (ii) mathematical errors in the computation of the Pre-Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Parent disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Parent’s calculation of the Pre-Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Parent shall be deemed to have agreed with Company’s calculation of all other items and amounts contained in the Pre-Closing Working Capital Statement. Unless Parent delivers the Notice of Objection to Company within the Review Period, Parent shall be deemed to have accepted Company’s calculation of Pre-Closing Working Capital and the Pre-Closing Working Capital Statement shall be final, conclusive and binding. If the Parent delivers the Notice of Objection to the Company within the Review Period, the Parent and the Company shall, during the two (2) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts in good faith to reach agreement on the disputed items and amounts in order to determ...
Working Capital Statement. As at 30 June 2016, the consolidated working capital of the Issuer amounted to EUR -327.25 million. The working capital is calculated as the current assets minus the current liabilities. The negative working capital is mainly due to the short term financial debts maturing within the year. At 30 June 2016, the current consolidated liability of the Issuer amounted to EUR 426.43 million, including short term financial debt for: EUR 290.50 million in commercial papers with a term of less than one year; EUR 21.50 million in debt maturing within the year. As at 30 June 2016, the short term financial debt of EUR 312.04 million was fully covered by the undrawn portions of long-term confirmed credit facilities totalling EUR 946.50 million. Hence, at 30 June 2016 the Issuer had EUR 1,269.00 million of committed revolving credit facilities at its availability, of which EUR 322.50 million was drawn. Hence, an amount of EUR 946.50 million was available on committed credit facilities. On the date of this Securities Note, the Issuer is of the opinion that, taking into account its available cash and equivalents, it has sufficient working capital to meet its present requirements and cover the working capital needs for a period of at least 12 months as of the date of the Securities Note. As at 30 June 2016, Cofinimmo had EUR 946.50 million available on undrawn committed credit facilities. This amount allows to cover the financial obligations of the company for the coming 12 months. These obligations include: the commercial paper program for EUR 290.50 million; debt maturities for EUR 21.50 million. the investment pipeline for EUR 186.01 million: o health care assets: EUR 66.60 million o offices: EUR 95.72 million o distribution property networks: EUR 5.70 million The below table describes the expected use of the working capital for the coming 12 months: (amounts in EUR million) Undrawn credit facilities on 30 June 2016 946.50 Back up short term commercial paper programme 290.50 Available headroom under credit facilities 656.00 2016 2017 Q3 Q4 Q1 until 30.06.17 Available headroom under credit facilities start of period 656.00 509.42 463.61 418.91 Investments 117.58 16.80 14.96 18.68 distribution property networks 1.12 2.72 0.84 1.01 healthcare real estate 49.54 6.08 4.08 6.91 offices 66.92 8.00 10.04 10.76 Debt maturities 0.00 0.00 0.00 21.00 Dividend 29.00 29.00 29.75 29.75 Available headroom under credit facilities end of period 509.42 463.61 418.91 349.49 At the...
Working Capital Statement. (i) Prior to the Closing Date, the Seller Representative shall deliver to Buyer a good faith estimate of the Working Capital as of a point in time immediately prior to the Closing, prepared in accordance with the Company’s historical practices, together with related supporting schedules, calculations and documentation and a calculation of any resulting Working Capital Underage or Working Capital Overage (the “Estimated Working Capital. If the Estimated Working Capital is less than the Target Working Capital, the Purchase Price paid at Closing shall be reduced by the amount of such shortfall (the “Working Capital Underage”), subject to further adjustment as provided in this Section 2.3. If the Estimated Working Capital is greater than the Target Working Capital, the Purchase Price paid at Closing shall be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.3.
Working Capital Statement. Within sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a working capital statement (the “Working Capital Statement”), setting forth Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Final Working Capital”). The Working Capital Statement is to be prepared in accordance with GAAP (except as set forth on Schedule 2.4(a)) and the principles set forth on Schedule 2.4(a).
Working Capital Statement. Within 60 days following the Closing ------------------------- Date, CHS shall prepare (or cause to be prepared), issue and deliver to a Redeeming Stockholders' Representative a statement of the Net Working Capital Amount (the "Working Capital Statement"), and the computation of the Redemption ------------------------- Consideration Adjustment, as defined below. The Working Capital Statement shall be prepared as set forth in Schedule 3.8 using the same accounting methods, ------------ policies, practices, principles and procedures (the "Methods"), with consistent ------- classifications, judgments and valuation and estimation methodologies (the "Methodologies"), that were used in the preparation of the December 31 Balance -------------- Sheet (as defined in Section 5.7), except as otherwise provided on Schedule 3.8. ----------- ------------
Working Capital Statement. Within the one hundred twenty (120) day period after the Closing Date (or such reasonable extension thereof as approved by Seller, such approval not to be unreasonably withheld, conditioned or delayed), Buyer shall deliver, or cause to be delivered, to Seller a statement (the “Working Capital Statement”) setting forth Buyer's objections, if any, to the calculations set forth in the Estimated Working Capital Statement, together with reasonably detailed supporting documentation to substantiate any such objections, including the calculations of: (i) the Closing Net Working Capital and (ii) the Working Capital Increase or the Working Capital Decrease, as the case may be. The Working Capital Statement and the calculations thereunder shall be prepared and calculated by Buyer in good faith.
Working Capital Statement. Within sixty (60) days after the Closing Date, Seller will prepare and deliver to Buyer a statement of working capital for the Companies (the "Working Capital Statement") showing the Companies' Combined Net Working Capital as of the close of business on the Closing Date. "Companies' Combined Net Working Capital" means current assets minus current liabilities of the Companies on a combined basis determined after giving effect to the transactions to be consummated prior to or at the Closing ((i) eliminating the working capital effect of any Excluded Assets and Excluded Liabilities to be distributed out of the Companies prior to the Closing and the current portion of any liability for which the Companies shall not be responsible, and (ii) including the working capital effect of any Included Assets and Assumed Liabilities to be transferred to the Companies prior to the Closing)), with current assets and current liabilities accounts calculated in accordance with generally accepted accounting principles ("GAAP"), and on a basis consistent with the past accounting practices of the Companies, except that (x) deferred overburden shall be excluded from current assets and (y) the accrued reclamation liabilities shall remain as stated on the July 31, 1995 Pro Forma Balance Sheet attached as Schedule 5A(b). Notwithstanding the above, for purposes of this Agreement, excluded from the Companies Combined Net Working Capital shall be the following items: (1) except for the effect of the Owed Contribution as described in Section 1(h)(ii), TMI, (2) the Equipment Payment, as defined in Section 3(c), (3) any state and federal income tax liability, and (4) the Consumers Power Liability and the Pittston Liability, both as defined in Section 3(c)(iv)(B).
Working Capital Statement. On or promptly after the Closing Date, the Seller and the Buyer shall jointly conduct an evaluation of the Net Working Capital as at the Time of Closing. Within sixty days of the Closing Date, the Seller shall deliver to the Buyer the Working Capital Statement in draft form (the "Draft Working Capital Statement") together with advice from KPMG LLP that they have completed their review procedures and, upon approval of the Draft Working Capital Statement will deliver its opinion in the form set out in Schedule 1.1(vvvvv). For the purpose of preparing the Draft Working Capital Statement, the Buyer agrees to grant the Seller's authorized representatives reasonable access to relevant records, facilities and personnel of the Buyer. The Seller shall provide the Buyer and the Buyer's representatives with all cooperation and supporting audit working papers as they may reasonably require to enable them to review the Draft Working Capital Statement. The Buyer shall have a period of thirty days from the date it receives the Draft Working Capital Statement from the Seller in which to review the Draft Working Capital Statement, and:
Working Capital Statement. As soon as practicable but in no event later than ninety (90) days after the Effective Time, Parent shall deliver to the Securityholders’ Representative a statement (the “Working Capital Statement”) of the Net Working Capital as of the Adjustment Time without giving effect to any of the transactions contemplated by this Agreement (except the payment of the Payoff Amount pursuant to Section 2.07(a)) and determined in accordance with the Applicable Accounting Principles (the “Final Working Capital”), together with supporting calculations.
