Common use of Working Capital Adjustment Amount Clause in Contracts

Working Capital Adjustment Amount. Working Capital" as of a given date shall mean the amount calculated by subtracting the current liabilities of the Companies and their Subsidiaries (including "outstanding checks (issued by Seller in payment of obligations of the Companies and Subsidiaries) in excess of deposits," but excluding (i) liabilities for income taxes, (ii) capital lease obligations, (iii) interest payable, (iv) the current portion of long-term debt, (v) intercompany payables owing to Seller or its Subsidiaries and (vi) any Seller insurance allocation accrual), as of that date from the current assets of the Companies and their Subsidiaries (other than (i) cash, (ii) current deferred income tax assets, (iii) any other income Tax assets and (iv) intercompany receivables owed by Seller or its Subsidiaries) as of that date; provided, that, for the avoidance of doubt, calculations of inventory and accounts receivable shall be net of the applicable reserve. The "Average Working Capital" of the Companies and their Subsidiaries shall be equal to the average of the Working Capital as of the last day of each of the 12 most recently completed four or five-week fiscal periods prior to the Closing Date for which internally prepared financial statements of the Companies and their Subsidiaries prepared in accordance with GAAP consistently applied with the Financial Statements are available. The "WC Adjustment Amount" (which may be a positive or negative number) will be equal to the amount determined by subtracting the Closing Date Working Capital (as defined below) from the Average Working Capital. For the avoidance of doubt, Seller shall be fully responsible for the payment of, and shall make payment when due on, any "outstanding checks in excess of deposits" as of the Closing Date to the extent such amount has been included in the Estimated Payment and the Actual Payment Amount. An example of the internally prepared financial statements and calculation of Working Capital as of January 1, 2005 is attached as Section 2.2(b) of the Disclosure Schedule.

Working Capital Adjustment Amount. Working Capital(a) As used in this Agreement, the "WORKING CAPITAL" as of a given date shall mean means the amount calculated by subtracting the current liabilities of Sellers included in the Companies and their Subsidiaries (including "outstanding checks (issued by Seller in payment of obligations of the Companies and Subsidiaries) in excess of deposits," but excluding (i) liabilities for income taxes, (ii) capital lease obligations, (iii) interest payable, (iv) the current portion of long-term debt, (v) intercompany payables owing to Seller or its Subsidiaries and (vi) any Seller insurance allocation accrual), Assumed Liabilities as of that such date from the current assets of Sellers included in the Companies and their Subsidiaries (other than (i) cash, (ii) current deferred income tax assets, (iii) any other income Tax assets and (iv) intercompany receivables owed by Seller or its Subsidiaries) Purchased Assets as of that such date; provided. (b) As used in this Agreement, that, for the avoidance of doubt, calculations of inventory and accounts receivable shall be net "BENCHMARK WORKING CAPITAL" is Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000). The calculation of the applicable reserveBenchmark Working Capital was prepared by Sellers in accordance with the books and records of Sellers. The "Average Buyer concurs with the amount and the calculation of the Benchmark Working Capital" of . (c) Within one hundred twenty (120) days after the Companies Closing Date, Buyer shall prepare and their Subsidiaries shall be equal submit to Sellers a written statement, including supporting work papers (the average "CLOSING DATE WORKING CAPITAL STATEMENT"), setting forth in reasonable detail Buyer's calculation of the Working Capital as of the last day Closing Date (the "CLOSING DATE WORKING CAPITAL"). The Closing Date Working Capital Statement shall be prepared by Buyer in accordance with the books and records of each Sellers and in accordance with generally accepted accounting principles for financial reporting in the United States applied on a basis consistent with customary practice. Sellers shall cause their employees and agents to assist Buyer in the preparation of the 12 most recently completed four or five-week fiscal periods prior to the Closing Date for which internally prepared financial statements Working Capital Statement and shall provide Buyer access at all reasonable times to the personnel, properties, books and records of the Companies and Business for such purpose, in each case without cost to Buyer. (d) If, within thirty (30) days after delivery of the Closing Date Working Capital Statement, Sellers have not given Buyer written notice of their Subsidiaries prepared in accordance with GAAP consistently applied with the Financial Statements are available. The "WC Adjustment Amount" (which may be a positive or negative number) will be equal objection to the amount determined by subtracting calculation of the Closing Date Working Capital (as defined below) from which notice shall state the Average basis of Sellers' objection in reasonable detail), then the Closing Date Working Capital. For the avoidance of doubt, Seller Capital shall be fully responsible for final, binding and conclusive on the payment ofParties and be used in computing the Working Capital Adjustment Amount. (e) If, and shall make payment when due on, any "outstanding checks in excess of deposits" as within thirty (30) days after delivery of the Closing Date Working Capital Statement, Sellers have given Buyer written notice of their objection to the extent calculation of the Closing Date Working Capital (which notice shall state the basis of Sellers' objection in reasonable detail), then Sellers and Buyer shall attempt in good faith to resolve the disputed issues with respect to the calculation of the Closing Date Working Capital. If, within thirty (30) days after delivery of Sellers' objection notice, Sellers and Buyer fail to resolve the disputed issues with respect to the calculation of the Closing Date Working Capital, then Sellers and Buyers shall submit the issues remaining in dispute to the Accounting Firm for resolution applying the accounting principles, policies and practices referred to in Section 2.7(c). If issues are submitted to the Accounting Firm for resolution, Sellers and Buyer shall furnish or cause to be furnished to the Accounting Firm such amount has been included books, records, work papers, documents and information relating to the disputed issues as the Accounting Firm may request and are available to the Parties and their respective agents. The Accounting Firm shall prepare and deliver to Sellers and Buyer a written report setting forth and explaining its determination of each disputed issue within sixty (60) days after submission to the Accounting Firm. The determination of the Accounting Firm shall be final, binding and conclusive on the Parties and shall be used in calculating the Estimated Payment Closing Date Working Capital and computing the Actual Payment Working Capital Adjustment Amount. An example of the internally prepared financial statements Sellers and calculation of Working Capital as of January 1, 2005 is attached as Section 2.2(bBuyer each shall bear fifty percent (50%) of the Disclosure Schedulefees and expenses of the Accounting Firm for such determination.

Working Capital Adjustment Amount. Working Capital" as of a given date shall mean the amount calculated by subtracting the current liabilities of the Companies and their Subsidiaries (including "outstanding checks (issued by Seller in payment of obligations of the Companies and Subsidiaries) in excess of deposits," but excluding (i) liabilities for income taxesSubject to Section 2.6, (ii) capital lease obligations, (iii) interest payable, (iv) the current portion of long-term debt, (v) intercompany payables owing to Seller or its Subsidiaries and (vi) any Seller insurance allocation accrual), as of that date from the current assets of the Companies and their Subsidiaries (other than (i) cash, (ii) current deferred income tax assets, (iii) any other income Tax assets and (iv) intercompany receivables owed by Seller or its Subsidiaries) as of that date; provided, that, for the avoidance of doubt, calculations of inventory and accounts receivable shall be net of the applicable reserve. The "Average Working Capital" of the Companies and their Subsidiaries shall be equal to the average of the Working Capital Adjustment Amount shall be calculated separately as to each Casino and paid as follows: (a) Not more than five (5) Business Days prior to the scheduled Closing Date, the Receiver shall in good faith prepare or cause to be prepared, and in doing so, shall reasonably cooperate and consult with Buyer, and thereafter deliver to Buyer, a computation of the estimated Working Capital of such Casino determined as of the last day Closing Time of each such Casino (the “Close of the 12 most recently completed four or five-week fiscal periods prior to Business”) on the Closing Date for (the “Estimated Working Capital”), which internally prepared financial statements of the Companies and their Subsidiaries computation shall be prepared in accordance with GAAP consistently applied the Agreed Accounting Principles and shall be consistent with the Financial Statements are availablemethodology agreed to between Buyer and the Receiver and attached hereto as Schedule 3.4(a). The "WC If the Estimated Working Capital exceeds One Dollar ($1.00), then in addition to the amount otherwise payable by Buyer pursuant to Section 3.1, Buyer shall pay to Receiver at the Closing an amount equal to such excess. If the Estimated Working Capital of such Casino is less than One Dollar ($1.00), Buyer shall deduct from the amount otherwise payable by Buyer pursuant to Section 3.1 an amount equal to such deficiency. (b) As promptly as practicable, but no later than thirty (30) days after the Closing Date, the Receiver shall in good faith prepare or cause to be prepared, and in doing so, shall reasonably cooperate and consult with Buyer, and thereafter deliver to Buyer, a computation of the actual Working Capital of such Casino determined as of the Close of Business on the Closing Date (the “Final Working Capital”), which computation will be prepared in accordance with the Agreed Accounting Principles on a basis consistent with the Estimated Working Capital. (c) If within thirty (30) days following delivery to Buyer of the Receiver’s calculation of the Final Working Capital of such Casino, Buyer has not given the Receiver a written notice (an “Objection Notice”) of Buyer’s disagreement with such calculation (which notice must contain a statement of the basis of Buyer’s disagreement and a reasonably detailed statement of Buyer’s calculation of such Final Working Capital and which disagreement shall be limited to whether the calculation of Final Working Capital was undertaken in a manner consistent with the Agreed Accounting Principles and the terms of this Agreement and whether there were mathematical or factual errors in the calculation of such Final Working Capital), then the Final Working Capital of such Casino as set forth in the Receiver’s calculation will be used in computing the Working Capital Adjustment Amount" . If Buyer delivers an Objection Notice to the Receiver, Buyer and the Receiver will endeavor to resolve all disagreements noted in the Objection Notice in good faith as soon as practicable after the delivery of such Objection Notice. If such parties do not obtain a final resolution within thirty (which may be a positive or negative number30) days after the Receiver has received the Objection Notice, then the issues in dispute will be submitted to the Independent Accountants for resolution pursuant to the provisions of Schedule 3.4(c). (d) The amount of Working Capital of such Casino as of the Close of Business on the Closing Date as agreed to by Receiver and Buyer or as determined by the Independent Accountants, as applicable, pursuant to the preceding provisions of this Section 3.4 shall be final and binding on all of the parties hereto and shall be deemed the “Actual Working Capital” of such Casino for all purposes hereof. (e) On the third (3rd) Business Day following the final determination of the Actual Working Capital of such Casino, either (i) Buyer shall pay to the Receiver an amount equal to the amount, if any, by which the Actual Working Capital of such Casino exceeds the Estimated Working Capital of such Casino, or (ii) the Receiver shall pay to Buyer an amount determined equal to the amount, if any, by subtracting which the Estimated Working Capital of such Casino exceeds the Actual Working Capital of such Casino. The amount paid by the Receiver to Buyer or by Buyer to the Receiver pursuant to this Section 3.4(e) is herein referred to as the “Working Capital Adjustment Amount”. All payments will be made together with interest at an annual rate of five percent (5%), calculated on the basis of a 365-day year and compounded daily, beginning on the Closing Date Working Capital (as defined below) from and ending on the Average Working Capitaldate of payment. For Payments must be made in immediately available funds. Payments to the avoidance of doubt, Seller Receiver shall be fully responsible for made by wire transfer to an account as designated by the payment of, and Receiver. Payments to Buyer shall make payment when due on, any "outstanding checks in excess of deposits" be made by wire transfer to an account as of the Closing Date to the extent such amount has been included in the Estimated Payment and the Actual Payment Amount. An example of the internally prepared financial statements and calculation of Working Capital as of January 1, 2005 is attached as Section 2.2(b) of the Disclosure Scheduledesignated by Buyer.