Estimated Net Working Capital Clause Samples
The Estimated Net Working Capital clause defines how the parties will determine the projected amount of net working capital at the closing of a transaction. Typically, this involves the seller preparing a calculation of current assets minus current liabilities as of the closing date, which is then reviewed and potentially adjusted by the buyer. This clause ensures both parties have a clear, agreed-upon baseline for working capital, which is often used to adjust the purchase price and prevent disputes over post-closing financial conditions.
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Estimated Net Working Capital. No later than five (5) Business Days prior to the Closing, TEI Med shall deliver to Parent a calculation of Estimated Closing Working Capital. The amount, if any, by which Target Closing Working Capital exceeds Estimated Closing Working Capital shall be referred to herein as the “Estimated Working Capital Deficit”. The amount, if any, by which Estimated Closing Working Capital exceeds Target Closing Working Capital shall be referred to herein as the “Estimated Working Capital Excess.”
Estimated Net Working Capital. Three days prior to the Closing Date, Seller shall prepare and deliver to Purchaser an estimated balance sheet (the “Estimated Closing Date Balance Sheet”) for the Company as of the close of business on the Closing Date, upon which Seller shall include Seller’s calculation of the estimated Net Working Capital. Seller shall prepare the Estimated Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year- end (which normally are determined through the application of so-called interim accounting conventions or procedures) shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital shall be deemed the “Estimated Net Working Capital.” If Purchaser and Seller agree in writing upon a different estimated Net Working Capital, such agreed upon amount shall be “Estimated Net Working Capital.” Purchaser’s consent to the Estimated Closing Date Balance Sheet or agreement upon Estimated Net Working Capital shall not have any precedential value with respect to the Net Working Capital to be determined pursuant to Section 2.4. All calculations relating to the Estimated, Draft or actual Closing Date Balance Sheet under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement.
Estimated Net Working Capital. (a) Not more than 5 and not less than 2 Business Days prior to the Closing Date, the Company and ▇▇▇▇▇▇▇▇ shall deliver, or cause to be delivered, to LMP a certificate of the Company, prepared by the Company’s certified public accounts (the “▇▇▇▇▇▇▇▇ CPA”), that contains a reasonable good faith estimate of the Company Group Entities’ aggregate Net Working Capital, as of the Adjustment Calculation Time (“Estimated NWC”), and the ▇▇▇▇▇▇▇▇ CPA shall provide LMP with supporting financial statements, work sheets, and other documentation reasonably requested by LMP.
Estimated Net Working Capital. At least three Business Days before the Closing, the Company shall prepare and deliver to Parent a statement setting forth its good faith estimate of Net Working Capital (the “Estimated Net Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Net Working Capital, including a calculation of Holder Transaction Expenses (the “Estimated Net Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as of a fiscal year end.
Estimated Net Working Capital. The Company will deliver to Parent not less than three (3) or more than five (5) Business Days prior to the anticipated Closing Date, a statement (the “Estimated Net Working Capital Statement”), that will set forth a good faith estimate of the Net Working Capital of the Company as of the anticipated Effective Time (the “Estimated Net Working Capital”). The Estimated Net Working Capital Statement shall be prepared in good faith and in accordance with GAAP (except as may be required to adhere to the definition of Net Working Capital).
Estimated Net Working Capital. Not less than two (2) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a good faith statement (the “Estimated Closing Statement”) setting forth an estimate of the Net Working Capital (the “Estimated Net Working Capital”), (A) prepared and determined in accordance with GAAP (except as otherwise set forth as an exception pursuant to item (B) of this Section 2.3(c)(i) below), and to the extent consistent with GAAP, the financial principles, accounting methods, practices, assumptions, policies, methodologies and procedures consistently applied in the preparation of the Reference Balance Sheet set forth on Appendix A (including any adjustments set forth therein); and (B) except for any exceptions solely to the extent expressly set forth as an exception to GAAP on the face of the Reference Balance Sheet set forth on Appendix A. The Estimated Closing Statement shall provide reasonable detail and supporting documentation. Seller agrees that, during such ten (10)-Business Day period prior to the Closing Date, Seller shall (and shall cause its employees and representatives to) cooperate and consult with (including by providing additional information), and in good faith consider any changes to the Estimated Closing Statement (including all components thereof) proposed by, Buyer.
Estimated Net Working Capital. On or before the Closing Date, the Member Representative and the Buyer shall agree on the estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”).
Estimated Net Working Capital. Immediately prior to Closing, the Company shall have prepared and delivered to Purchaser a schedule (the ”Estimated Closing Statement”) showing the Company’s estimate of Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”). The preparation of the Estimated Closing Statement shall be for the sole purpose of calculating the Net Working Capital as of the end of business on the Closing Date. The Estimated Net Working Capital as of the end of business on the Closing Date shall be calculated in the same manner as the calculation of Net Working Capital as of December 31, 2005 set forth on Schedule 3.3(a) attached hereto.
Estimated Net Working Capital. The Company shall deliver the net working capital on its balance sheet equal to the estimated Net Working Capital as of Closing (the “Estimated Net Working Capital”) set forth on the Estimated Working Capital Statement. Prior to the Closing, HoldCo will provide Parent with a written statement setting forth the Estimated Net Working Capital and its components (the “Estimated Working Capital Statement”).
Estimated Net Working Capital. Effective as of the date first set forth above, Section 2.4 of the Agreement is amended and restated in its entirety to read as follows: [Intentionally Omitted.]