Calculation of Working Capital Sample Clauses

Calculation of Working Capital. Not less than seven (7) days prior to Closing, Sellers shall prepare and provide to Buyer a certificate setting forth an estimate of the anticipated Closing Date Working Capital. Buyer shall have five (5) days to review and confirm the basis for Sellers' estimated Closing Date Working Capital. Sellers' calculation of the estimated Closing Date Working Capital shall be made in good faith and in a manner consistent with the calculation of Working Capital as of December 31, 2003 attached hereto as Schedule 1.6. Not later than sixty (60) days after the Closing Date, Sellers shall cause to be prepared the consolidated balance sheet of Sellers as of the Closing Date (such balance sheet being referred to as the "CLOSING BALANCE SHEET"), in accordance with generally accepted accounting principles consistently applied by Sellers in accordance with past practice for the financial statements described in Section 3.4 hereof. Such Closing Balance Sheet shall specifically identify any assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Sellers shall cause an independent public accounting firm selected by Sellers (with the consent of Buyer, such consent not to be unreasonably withheld), to review such Closing Balance Sheet and to issue, as soon as practicable but in any event not later than sixty (60) days after the Closing Date, an agreed procedures report to Sellers and Buyer as to the calculation of Working Capital transferred to Buyer or the Buyer Entities; provided that such accounting firm's report will not require the audit of Sellers' accounts for such purpose. Sellers will permit Buyer and/or Buyer's auditor (or other accounting firm as designated by the Buyer) at the earliest practicable date to review the certificate, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Any dispute which may arise between Sellers and Buyer as to the Working Capital calculation shall be resolved in the following manner:
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Calculation of Working Capital. The calculation of the Target Working Capital for the Company is set forth on Schedule 2.5(a) hereto. Closing Working Capital shall be calculated by employing the same methods, practices, treatments, principles and procedures as used in determining Target Working Capital, as set forth on Schedule 2.5(a) hereto (such methods, practices, treatments, principles and procedures, the “Accounting Principles”), and in accordance with, and subject to, the terms of this Section 2.5. For the avoidance of doubt and for the purpose of determining Closing Working Capital, inventory shall be accounted for on a daily average cost basis, and to the extent there are differences between GAAP and the Accounting Principles, the Accounting Principles will prevail.
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Calculation of Working Capital. Working Capital of the Business shall mean the amount calculated by adding the accounts receivable and inventory of the Business, to the extent such accounts receivable and inventory are consistent in nature and type with the accounts receivable and inventory shown on the Financial Statements, and subtracting from that amount the current liabilities of the Business, to the extent such current liabilities are consistent in nature and type with the current liabilities shown on the Financial Statements, all determined in accordance with generally accepted accounting principles consistently applied (except for the exclusion of footnotes and normal year-end adjustments) and in a manner consistent with the preparation of the Financial Statements.
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Calculation of Working Capital. (a) For purposes of calculating Working Capital in accordance with Section 2.01(h) of the Merger Agreement, all references to "Closing Date" in Section 2.01(h) shall be deemed to refer to 11:59 p.m. (Central Standard Time) on December 31, 2005.
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Calculation of Working Capital. Decrease (increase) in working capital, for the purposes of the calculation of Excess Cash Flow, means the following: Beg. of Period End of Period
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Calculation of Working Capital. (a) Not less than seven (7) Business Days prior to the anticipated date for Closing (the “Anticipated Closing Date”), Company will deliver to Neurotrope a schedule (the “Working Capital Schedule”) setting forth, in reasonable detail, Company’s good faith, estimated calculation (the “Working Capital Calculation”) of Working Capital (using an estimate of the Company’s accounts payable, Transaction Costs and accrued expenses as of the Anticipated Closing Date and determined in a manner substantially consistent with the manner in which such items were determined in connection with the Company Financials) as of the close of business on the Business Day immediately preceding the Anticipated Closing Date (the “Working Capital Determination Time”) prepared and certified by Company’s Chief Financial Officer (or if there is no Chief Financial Officer, the Chief Executive Officer of the Company). The date on which the Working Capital Schedule is delivered being referred to hereinafter as the “Delivery Date”. Company shall make available to Neurotrope, as reasonably requested by Neurotrope, the work papers and back-up materials used or useful in preparing the Working Capital Schedule and, if requested by Neurotrope, the Company’s accountants and counsel at reasonable times and upon reasonable notice.
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Calculation of Working Capital. The Estimated Working Capital Payment and the Final Working Capital will be determined in accordance with the methodologies set forth on Schedule 1.1(b); provided, however, that the liabilities included in the Final Working Capital shall include a liability equal to $72,500 for the employer contribution portion of accrued Medicare taxes payable on the Employee Bonus Pool.
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Calculation of Working Capital. Within 60 days after the Closing, Lone Star will prepare and present to Shareholder a calculation of the Net Working Capital (defined below) of TFI as of the Closing (the "Working Capital Calculation"). The parties agree that the Working Capital Calculation shall be prepared so that it presents fairly the Net Working Capital of TFI as of the Closing using practices and procedures consistent with the preparation of the TFI Financial Statements (defined below). Shareholder and an independent certified public accountant selected and retained by Shareholder (the "Shareholder's Auditor") shall have the right to review and copy, promptly upon request, the work papers of Lone Star and/or its accountants utilized in preparing the Working Capital Calculation for purposes of verifying the accuracy thereof. The Working Capital Calculation shall be binding upon the parties unless shareholder gives written notice of disagreement with any of the values or amounts contained therein to Lone Star within 15 business days after receipt of the working Capital Calculation and the work papers, specifying in reasonable detail the nature and extent of such disagreement. If Lone Star and Shareholder are unable to resolve any such disagreement within such period, the disagreement shall be referred for
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Related to Calculation of Working Capital

  • Minimum Working Capital The Borrower shall maintain at all times Working Capital (which shall mean Current Assets less Current Liabilities) of at least $500,000.

  • Net Working Capital At least three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer a certificate (the “Estimated NWC Certificate”), including a consolidated balance sheet of the Company as of the Closing Date, prepared in accordance with the accounting principles, methods, practices, estimates, judgments and assumptions applied in the preparation of the Company’s financial statements, consistently applied (the “Accounting Principles”), which shall include (a) the Sellers’ good faith estimate (such estimate is referred to as the “Estimated Net Working Capital Amount”) of the “Net Working Capital Amount.” As used herein, “Net Working Capital Amount” means the Net Working Capital of the Company as of 11:59 p.m. EST on the day immediately preceding the Closing Date. “Net Working Capital” means the result of (i) all cash of the Company minus (ii) all current liabilities (excluding the Existing Indebtedness) of the Company, in each case determined in accordance with the Accounting Principles. The Purchase Price at Closing shall be increased by the Estimated Net Working Capital Amount. No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers (i) a consolidated balance sheet of the Company dated at the Closing Date, which shall be prepared in accordance with the Accounting Principles and (ii) a reasonably detailed statement (the “Final NWC Certificate”) setting forth Buyer’s calculations of the Net Working Capital Amount. If Sellers have any objections to the Final NWC Certificate, Sellers shall deliver to Buyer a statement setting forth its objections thereto (an “Objections Statement”), provided that the only bases for objections shall be (i) non-compliance with the standards set forth above for preparation of the Final NWC Certificate, or as set forth in the definition of Net Working Capital, and (ii) mathematical errors. If an Objections Statement is not delivered to Buyer within thirty (30) days after delivery of the Final NWC Certificate, the Final NWC Certificate shall be final, binding and non-appealable by the parties hereto. Sellers and Buyer shall negotiate in good faith to resolve any objections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Sellers, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Sellers and Buyer may submit such dispute to one of the “Big Four” accounting firms other than Ernst & Young LLP or PricewaterhouseCoopers LLP, or, in the event that any such auditor is unable to accept such appointment, to any other nationally recognized independent accounting firm mutually acceptable to Buyer and Sellers (the “Independent Auditor”). Each party shall be afforded an opportunity to present to the Independent Auditor material relating to the disputed issues and to discuss the determination with the Independent Auditor. The Independent Auditor shall act as an auditor and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed adjustment of the Net Working Capital Amount to reflect such resolution, provided that the Independent Auditor shall not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Sellers, on the one hand, or Buyer, on the other hand. It is the intent of Buyer and Sellers that the process set forth in this Section 11(F) and the activities of the Independent Auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to procedures and discovery). Sellers and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as promptly as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Final NWC Certificate shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated for payment by Buyer, on the one hand, and/or Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is greater than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Buyer shall pay to Sellers cash equal to the amount by which the Net Working Capital Amount exceeds the Estimated Net Working Capital Amount. If the Net Working Capital Amount as finally determined pursuant to the dispute resolution procedures described above is less than the Estimated Net Working Capital Amount shown on the Estimated NWC Certificate, then Sellers shall pay to Buyer cash equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Amount.

  • Working Capital Upon consummation of the Offering, it is intended that approximately $1,000,000 of the Offering proceeds will be released to the Company and held outside of the Trust Account to fund the working capital requirements of the Company.

  • Net Working Capital Adjustment (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Closing Statement”) calculating the Net Working Capital as of immediately prior to the Effective Time (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.6, together with all underlying documentation supporting such calculations. Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement.

  • Working Capital Adjustment The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Adjusted Working Capital (as hereinafter defined) is less than $150,000 on the Closing Date (the "Closing Adjusted Working Capital Amount"). The Company's Adjusted Working Capital shall mean the Company's current assets, less: (i) the portion of trade receivables that are more than 100 days past the original invoice date; (ii) an aggregate amount of Inventory exceeding $125,000; (iii) promissory notes or other amounts due from employees or Affiliates of the Company; and (iv) the Adjusted Current Liabilities, calculated pursuant to GAAP. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Closing Adjusted Working Capital Amount. The Accountants shall issue a report as to their determination of the Closing Adjusted Working Capital Amount (the "Accountants' CAWCA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CAWCA Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Adjusted Working Capital Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CAWCA Report within fifteen (15) days following their receipt of the Accountants' CAWCA Report. The Seller's objection, if any, to the Accountants' CAWCA Report (the "Seller's CAWCA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CAWCA Report and the Seller's calculation of the Closing Adjusted Working Capital Amount. Within ten (10) days after receipt of the Seller's CAWCA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CAWCA Response Notice"). If the Seller does not object to the Accountants' CAWCA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CAWCA Report, then the adjustment based on the then final Closing Adjusted Working Capital Amount (the "Final Adjusted Working Capital Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. If the Seller objects to the Accountants' CAWCA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Adjusted Working Capital Amount and the Final Adjusted Working Capital Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

  • CALCULATION OF NET ASSET VALUE U.S. Trust will calculate the Fund's daily net asset value and the daily per-share net asset value in accordance with the Fund's effective Registration Statement on Form N-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), including its current prospectus. If so directed, U.S. Trust shall also calculate daily the net income of the Fund

  • Calculation of CP Costs On the third Business Day immediately preceding each Settlement Date, each Conduit shall calculate the aggregate amount of its Conduit Costs for the related Settlement Period and shall notify Seller of such aggregate amount.

  • Calculation Any figure or percentage referred to in this Agreement shall be carried to seven decimal places.

  • Working Capital Loans The Sponsor has made loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form filed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2021 and the consummation of the Offering.

  • Working Capital Warrants Each of the Working Capital Warrants shall be identical to the Private Placement Warrants.

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