Working Capital Calculation Sample Clauses

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” as well as a count of the Company’s liability for all outstanding chips, tokens, tickets and similar cash equivalents (“Seller’s Chips”). A Representative of Buyer may, subject to applicable Gaming Laws, if any, be present to observe such cash count, ▇▇▇▇▇▇ drop count, and Seller’s Chips liability count if it so elects. Such cash count, ▇▇▇▇▇▇ drop, and Seller’s Chips count shall be conclusive and binding upon Seller and Buyer, absent manifest error, and shall be used in the preparation of Working Capital that is contained in the Proposed Closing Statement (it being understood that the aggregate value of all outstanding Seller’s Chips will constitute a current liability of the Company in connection with the calculation of Working Capital). Within three (3) Business Days after the Closing Date, Seller shall provide Buyer a list of all outstanding Seller’s Chips in sufficient detail for Buyer to determine the type, number, and denomination of each of Seller’s Chips. (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 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, and any prorated share thereof (which shall be determined on a per diem basis from the Closing 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 as of the Closing Date in respect of the Leased Real Property shall be prorated 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 Closin...

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. 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. (a) Not later than 9:00 a.m. Los Angeles time on the date which is at least five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer a draft good faith estimate of the Working Capital Calculation as of the most recent month end together with reasonable documentation supporting the information set forth in such estimate; however, the Working Capital Calculation will be adjusted based upon the most current Accounts Payable and Accounts Receivable subsidiary ledgers to reflect known changes. To the extent that the WC Calculation Estimate balance is positive, then the positive balance shall be added to the Purchase Price and if the WC Calculation Estimate balance is negative, then the negative balance shall be a credit against the Purchase Price. Buyer shall review the draft WC Calculation Estimate, and not later than 5:00 p.m. Los Angeles time on the date which is three (3) business days prior to the Closing Date, Buyer shall furnish to Seller any comments which Buyer may have with respect thereto, or any objection it may have to the amounts shown thereon, together with its reasons for such objection. Thereafter, Seller and Buyer (each acting reasonably and in good faith) shall attempt to resolve, prior to the Closing Date, any disagreement with respect to such draft of the WC Calculation Estimate. Should an adjustment be necessary to the WC Calculation Estimate, the Seller shall deliver to Title Company and Buyer a revised WC Calculation Estimate no later than 7:00 A.M. Los Angeles time on the Closing Date. (b) Each party shall provide to the other reasonable access to the books, records, computer runs and other documents relating to the Hotel Business which contain information relevant to completing the Final WC Calculation as of the Closing Date. (c) As part of the determination of the Final WC Calculation, on the date which is ninety (90) days following the Closing, Seller and Buyer shall reconcile the amount of Accounts Receivable collected by Buyer following the Closing with the amount of Accounts Receivable and shall update all of the other calculations included in the WC Calculation Estimate. If the Accounts Receivable included in the final calculation is greater than the amounts collected by Buyer as of such date, then Seller shall promptly reimburse Buyer for such excess amount, and Buyer shall reassign to Seller the right to collect any Accounts Receivable remaining unpaid as of such date. Although ninety-five per...

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 McGladrey & ▇▇▇▇▇▇, LLP 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 McGladrey & ▇▇▇▇▇▇, LLP, McGladrey & ▇▇▇▇▇▇, LLP 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 McGladrey & ▇▇▇▇▇▇, LLP contained in the Working Capital Notice shall be final and binding on Parent and SMB. The costs and expenses associated with McGladrey & ▇▇▇▇▇▇, LLP’s review of the Working Capital Report shall be paid by Parent.

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. 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.

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. The Working Capital is calculated based on the Accounts and the 2010 Accounts, respectively, of the Companies. It is understood that for the purpose of this Working Capital calculation the Accounts and 2010 Accounts are consolidated and any intercompany profit is eliminated. Working Capital shall be defined as follows: Cash and Cash Equivalents Plus 55% (in words “fifty-five percent”) of the portion of the ETAP Receivables attributable to the Anaguid Interest / Pioneer Anaguid included in Other Non-Current Assets Plus 70% (in words “seventy percent”) of the portion of the ETAP Receivables attributable to the BEK Interest / Pioneer Tunisia included in Accounts Receivable - Trade Other and Other Non-Current Assets Plus 55% (in words “fifty-five percent”) of the portion of the ETAP Receivables attributable to the JN Interest / Pioneer Tunisia included in Other Current Assets and Other Non-Current Assets (for purposes of the 2010 Accounts, determined in accordance with Clause 5.2) Plus deposits included in Other Non-Current Assets Plus Accounts Receivable Oil & Gas Plus Accounts Receivable Trade Other, excluding ETAP Receivables Plus Inventories Plus Prepaids Less Accounts Payable Affiliates Less Accounts Payable Trade Less Other Current Liabilities (including other provisions if any) = Working Capital For the avoidance of doubt Working Capital excludes Deferred Income Taxes and accrued abandonment obligations. The above mentioned terms shall have the meaning ascribed to them in the Accounts and 2010 Accounts. For the avoidance of doubt, the amount of the ETAP Receivables to which the Buyer may apply the discount noted above, shall be the amount noted or set aside for the ETAP Receivables in the Accounts and 2010 Accounts and the Buyer shall not be entitled to apply any further discount to the amount attributable to ETAP Receivables (including whether arising as a result of an audit by ETAP or any other Governmental Entity of Tunisia).