Working Capital Calculation. Decrease (increase) in working capital, for the purposes of the calculation of Excess Cash Flow, means the following:
Working Capital Calculation. (a) At the Effective Time, Seller shall conduct a cash count and the drop for one hundred percent (100%) of the Company’s gaming device “hoppers” and a Representative of Buyer may, subject to applicable Gaming Laws, if any, be present to observe such cash count and xxxxxx drop if it so elects. Such cash count and xxxxxx drop shall be conclusive and binding upon Seller and Buyer (other than in the event of actual fraud or manifest error) and shall be used in the preparation of Working Capital that is contained in the Proposed Closing Statement.
(b) All of the Company’s utility (which shall include water, gas, electric, sewer, fuel and the like) meters shall be read, to the extent that the utility company will do so, during the daylight hours on the Closing Date (or as near as reasonably practicable prior thereto), with charges to that time accrued as a current liability for purposes of calculating Working Capital. Prepaid utility charges shall be prorated on a per diem basis based upon the last available invoice therefor as of the Closing Date, and any prorated share thereof (which shall be determined on a per diem basis after the Closing Date to the end of the relevant period) shall be included as a current asset for purposes of calculating Working Capital that is contained in the Proposed Closing Statement. Charges for utilities which are un-metered, or the meters for which have not been read on the Closing Date, will be accrued as a current liability of Working Capital as of the Effective Time.
(c) The aggregate amount of all prepaid rents paid by the Company as of the Closing Date in respect of the Leased Company Property shall be prorated individually on a per diem basis as of the end of the Closing Date, with Seller receiving a credit for all such amounts applicable to the periods after the Closing Date as an accrued current asset for purposes of calculating Working Capital, and the aggregate amount of all accrued rents payable as of the Closing Date in respect of the Leased Company Property shall be prorated individually on a per diem basis as of the end of the Closing Date, with Seller bearing the cost for all such amounts applicable to periods prior to and including the Closing Date as an accrued current liability for purposes of calculating Working Capital.
Working Capital Calculation. On or before the later of (i) February 10, 2002 and (ii) the day that is three (3) business days before the initial scheduled expiration date of the Offer, the Company will deliver to Parent its calculation of Net Working Capital as of January 31, 2002, together with such reasonable detail as may indicate the manner in which such calculation was made and the extent to which such calculation was done in accordance with the requirements of the definition of "Net Working Capital" hereunder, and the Company shall thereafter make available to the Purchaser or Parent, promptly after a request by Purchaser or Parent, such additional information or other materials as Purchaser or Parent may reasonably request to assist Purchaser or Parent in determining the extent to which such Net Working Capital calculation was made in accordance with the requirements hereof.
Working Capital Calculation. Within 15 days prior to the contemplated Closing Date as agreed to by Parent and SMB, Parent shall prepare and deliver to RSM McGladrey a working capital statement (the “Working Capital Report”) setting forth the current assets and current liabilities of Parent as of the previous business day and a calculation of the Parent Working Capital. Not later than the next business day following delivery of the Working Capital Report to RSM McGladrey, RSM McGladrey shall deliver to Parent and SMB, via facsimile in accordance with Section 9.01 hereunder, written notice (the “Working Capital Notice”) setting forth the Parent Working Capital. The findings of RSM McGladrey contained in the Working Capital Notice shall be final and binding on Parent and SMB. The costs and expenses associated with RSM McGladrey’s review of the Working Capital Report shall be paid by Parent.
Working Capital Calculation. Working Capital shall be calculated from a balance sheet that is prepared using the same accounting practices, methods, policies and procedures, with consistent classification, judgments and estimation methodology as were used by the Company in the December 31, 2004 audited balance sheet of the Company included in the Financial Statements (as defined in the Agreement) except to the extent inconsistent with GAAP (as defined in the Agreement) and except as otherwise contemplated in this Schedule 2.01(h) or in Section 2.01(h) of the Agreement.
Working Capital Calculation. OCEAN BUSINESS (excluding MT Austral)
(a) For the purpose of calculating the Working Capital, any expenses to be incurred in connection with the revenue for in-progress voyages that has been recognized and either collected in cash or is due in the form of accounts receivable shall reduce the amount of Working Capital
Working Capital Calculation. On the Closing Date, the Company shall prepare and deliver to the Buyer a calculation (the “Initial Calculation”) of the Working Capital as reflected on the Closing Balance Sheet (the “Closing Working Capital”) calculated on the same basis as the form of estimated Working Capital statement attached to Schedule 2.9, together with the components used in determining the Closing Working Capital, including such schedules and data with respect to the determination of the Closing Working Capital as may be appropriate to support such Initial Calculation.
Working Capital Calculation. The Parties acknowledge and agree that for purposes of calculating Closing Working Capital, Current Liabilities shall (a) include deferred rent and deferred administrative fees and shall (b) exclude accrued management fees and accrued interest, as each such term is used in the balance sheet delivered by Seller to Buyer at the Closing pursuant to Section 2.03(a)(i)(E).
Working Capital Calculation. For purposes of calculating the working capital adjustments contemplated by Section 2.1 of the Transaction Agreement, (i) the Closing Date shall be deemed to be March 1, 2006 and the Closing shall be deemed to have occurred at 12:00 a.m. Houston, Texas time on such date and (ii) current assets attributable to foreign currencies shall be determined in accordance with GAAP and consistent with Seller's past practices and otherwise in accordance with the Transaction Agreement, including without limitation the translation of such foreign currencies into U.S. dollars at locally mandated exchange rates without any deduction or other adjustment. Any cash payments made in respect of Working Capital as provided in Section 2.1 of the Transaction Agreement shall be denominated in U.S. dollars.
Working Capital Calculation. For the avoidance of doubt and notwithstanding the amendments to the Purchase Agreement provided for in this Amendment, the calculations of Closing Working Capital (including the calculation of Final Closing Working Capital) and Closing Cash (including the calculation of the Closing Cash Amount) pursuant to Section 2.08 of the Purchase Agreement shall include and take into account the Delayed Transfer Purchased Assets and the Delayed Transfer Assumed Liabilities as if acquired on the Closing Date.
