Common use of Working Capital Calculation Clause in Contracts

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. (a) At the Effective TimeThe Parties have assumed that, 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 the Company will have 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 hand Working Capital that is contained in an amount equal to Zero Dollars and 0/100 ($0.00) of Working Capital (the Proposed Closing Statement. Charges for utilities which are un-metered, or the meters for which have not been read on “Target Working Capital”). (a) No later than thirty (30) calendar days following the Closing Date, will be accrued as Seller shall provide a current liability Statement of Financial Position, which includes, without limitation, an accurate balance sheet reflecting the Company’s Actual Working Capital. (b) Upon receipt of the Statement of Financial Position, Buyer shall review same for accuracy and compliance with GAAP. No later than one (1) year following Buyer’s receipt of the Statement of Financial Position, Buyer shall prepare and deliver to the Seller an adjusted Statement of Financial Position, which shall include, without limitation, an adjusted balance sheet reflecting Buyer’s good faith determination of Company’s Actual Working Capital. In connection with calculating the Actual Working Capital hereunder, the Buyer hereby agrees to credit the Seller for prepaid expenses including but not limited to insurance, and annual license fees paid to the DCC. Prepaid expenses shall be computed on a pro-rated basis based on the number of days remaining on the license or policy as of the Effective TimeClosing Date. (c) The aggregate Seller shall have fifteen (15) days following the Seller’s receipt of the adjusted Statement of Financial Position to deliver to Buyer any objections. Failure to deliver such notice within such fifteen (15) day period, shall be deemed to be Seller’s acceptance thereof and irrevocable waiver of any right to object thereto. If Seller does timely deliver such written objections (a “Dispute Notice”), which Dispute Notice specifies in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “Disputed Items”), then, during the fifteen (15) days following Buyer’s receipt of a Dispute Notice, Buyer and Seller shall diligently attempt to resolve in writing the Disputed Items. Any Disputed Item resolved in writing by Buyer and Seller will be deemed final, binding and conclusive on Buyer and the Seller. (d) In the event that Buyer and Seller do not reach an agreement on all prepaid rents paid by of the Company Disputed Items during such fifteen (15) day period (or such longer period as they shall mutually agree), then, at the end of such period, Buyer and Seller shall submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to an Accounting Referee to review and resolve such matters. The Accounting Referee’s determination of the Unresolved Items shall be final, binding and conclusive on Buyer and the Seller, absent manifest errors on all parties, and enforceable before a Governmental Authority, effective as of the Closing Date date the Accounting Referee’s written determination is received by Buyer and Seller. Each of Buyer and the Seller will bear their own legal, accounting and other fees and expenses of participating in respect such dispute resolution procedure. The fees and expenses of the Leased Company Property Accounting Referee 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, split equally between Buyer 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 CapitalSeller.

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 StatementCapital. (b) All real and personal property Taxes and similar ad valorem obligations related to the assets of the Company’s Company including all Owned Real Property (including the Additional Real Property) for any Straddle Period shall be prorated separately on a per diem basis as of the end of the Closing Date using the latest available rates, values and assessments, and shall not be included in the determination of Working Capital, with Seller being responsible for all such amounts applicable to periods prior to the Closing Date (the “Seller Ad Valorem Tax Amount”); provided, however, that not withstanding the terms of this Agreement, the Taxes described above shall be reprorated on a per diem basis when actual rates, values and assessments are finally determined, with Seller being responsible for all such amounts applicable to periods ending on or prior to the Closing Date and Buyer being responsible for all such amounts applicable to periods after the Closing Date (and payments shall be made between Buyer and Seller to effectuate such responsibility). (c) All Company 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 DateClosing, and any prorated share thereof (which shall be determined on a per diem basis after from 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 StatementCapital. 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. (cd) The aggregate amount of all prepaid rents paid by the Company as of the Closing Date in respect of all leases, including the Leased Company Property Biloxi Leases, shall be prorated individually separately on a per diem basis as of the end of the Closing Date, with Seller receiving a credit (as contemplated by Sections 3.1(b)(x) and 3.1(b)(xi), as applicable) for all such amounts applicable to the periods after the Closing Date as an accrued current asset for purposes of calculating Working Capital(the “Prepaid Rent Amount”), and the aggregate amount of all accrued rents payable as of the Closing Date in respect of all leases, including the Leased Company Property Biloxi Leases, shall be prorated individually separately on a per diem basis as of the end of the Closing Date, with Seller bearing the cost being responsible for (as contemplated by Sections 3.1(b)(x) and 3.1(b)(xi), as applicable) all such amounts applicable to periods prior to and including the Closing Date as an (the “Accrued Rent Payable Amount”). Prepaid rents and accrued current liability for purposes rents payable in respect of calculating all leases, including the Biloxi Leases, shall not be included in the determination of Working Capital. From and after the Closing, Buyer shall be liable for and pay to the applicable Person when due all amounts in respect of the Accrued Rent Payable Amount.

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 a 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 and count, xxxxxx drop count, and Seller’s Chips liability count if it so elects. Such cash count, xxxxxx drop, and Seller’s Chips count and xxxxxx drop shall be conclusive and binding upon Seller and Buyer (other than in the event of actual fraud or Buyer, absent manifest error) , and shall be used in the preparation of Working Capital that is contained in the Proposed Closing StatementStatement (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 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 DateClosing, and any prorated share thereof (which shall be determined on a per diem basis after from 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 Real 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 Real 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. (d) The Parties acknowledge and agree, subject to Buyer’s obligations under Sections 6.7(c), 6.10(c) and 6.13 (and any other costs and expenses for which Buyer is responsible under this Agreement), that the only Indebtedness of Seller or the Company that will remain with and be the obligation of the Company following the Closing shall be the Indebtedness included in current liabilities on the Final Closing Statement. All other Indebtedness of Seller or the Company for the pre-Closing period not included in the foregoing sentence shall remain the responsibility of Seller, other than, in each case, any and all Indebtedness of, or Indebtedness arranged by, Buyer or its Affiliates, whether or not the Company is an obligor or guarantor thereunder (collectively, the “Excluded Indebtedness”).