Working Capital Settlement. 7 1.8 ADDITIONAL POST-CLOSING ADJUSTMENTS. . . . . . . . . . . 9 1.9
Working Capital Settlement. (a) Prior to the Closing Date, the Company shall estimate its working capital position (the "Working Capital") as of the close of business on the Closing Date. Working Capital shall be equal to the sum of (i) cash and cash equivalents, plus (ii) the book value of accounts receivable after the allowance for doubtful accounts, plus (iii) the book value of inventory, including all work-in-process and finished goods, after allowance for all obsolete or unsaleable inventory, plus (iv) the book value of all accounts classified as current assets other than cash, cash equivalents, accounts receivable, inventory, income tax receivable and deferred income tax, including all utility deposits, rental deposits and equipment deposits (even though such deposits are characterized as long-term assets); less the sum of (a) bank overdraft, plus (b) the book value of all accounts payable, plus (c) the book value of accrued payroll, payroll taxes and deductions, as classified as a current liability, plus (d) the book value of advance xxxxxxxx, plus (e) taxes (other than income taxes) payable, plus (f) the book value of accrued expenses as classified as a current liability, excluding all accruals of interest, fees and penalties on Debt. The book value of all amounts shall be as shown on the Company's financial statements prepared in accordance with generally accepted accounting principles, consistently applied with the Financial Statements ("GAAP"). The Company shall provide Parent with a copy of the calculation of the Working Capital three business days prior to the Closing Date. Parent and the Company shall mutually agree to the Working Capital Statement (the "Working Capital Statement") on or before the Closing Date and the Working Capital Statement as amended on the Closing Date (the "Final Working Capital Statement") shall become final and binding on Parent and the Shareholders.
(i) If the Working Capital as set forth in the Final Working Capital Statement is less than $25,298,000, then the Aggregate Merger Consideration shall be decreased by such difference. If the Working Capital as set forth in the Final Working Capital Statement is greater than $25,298,000, then the Aggregate Merger Consideration shall be increased by such difference.
Working Capital Settlement. (a) For purposes of this Agreement, the following terms shall have the following meanings:
Working Capital Settlement. (a) As used herein, the term “Working Capital” shall mean the “Net, Accounts Receivable”, “Other Receivables – Other”, and “Prepaids – Rent-Leased Space” less the “Liabilities – Accrued Expenses – Other” as of the Closing Date, as determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”), including the methods and practices as historically applied by the Company prior to the Closing. Notwithstanding the foregoing, the “Net, Accounts Receivable” for purposes of calculating Working Capital shall only include those accounts receivable that were outstanding on the Closing Date and were collected by the Company on or before December 31, 2005. Seller will retain “Cash and Current Assets-Other” and will pay all liabilities that relate to a period of time ending on or before the Effective Time. If the Company gets an invoice after the Effective Time that covers a period that includes the Effective Time, Horizon would be liable for and pay its prorata portion of the invoice relating to the period prior to the Effective Time.
Working Capital Settlement. (a) Prior to the Closing Date, the Company shall estimate its working capital position (the "Working Capital") as of the close of business on the Closing Date (the "Computation Date"). Working Capital shall mean (x) the sum of (i) the book value of current assets plus (ii) the amount of capital expenditures listed on SCHEDULE 1.7; less (y) the book value of current liabilities excluding any amount of Debt or Company Expenses paid by Purchaser at Closing pursuant to Section 1.5(c). The Company shall provide Purchaser a copy of the calculation of the estimated Working Capital (the "Estimated Working Capital Statement") three business days prior to the Closing Date. The book value of all amounts and the determination of Working Capital shall be determined in accordance with generally accepted accounting principles, consistently applied ("GAAP") on a basis consistent with the Company's last audited Financial Statements.
(b) If the amount of the Working Capital as shown on the Estimated Working Capital Statement (the "Estimated Working Capital") is greater than $2,331,000, the Merger Consideration shall be increased by the difference between the Estimated Working Capital and $2,331,000. If the amount of the Estimated Working Capital is less than $2,331,000, the Merger Consideration shall be reduced by the difference between $2,331,000 and the Estimated Working Capital.
(c) Purchaser shall prepare and deliver to Shareholder a "Final Working Capital Statement" on or before the thirtieth day following Closing. In preparing the Final Working Capital Statement, inventory shall be valued at the lesser of cost or market using FIFO in accordance with GAAP, and shall be based upon a physical count taken by the Company and observed by the Purchaser (one-half the cost of which shall be a Company Expense) within three business days prior to the Closing Date. Except as provided in the preceding sentence, all amounts set forth on the Final Working Capital Statement shall be determined in accordance with GAAP on a basis consistent with the accounting principles used in connection with determining the Estimated Working Capital. The Final Working Capital Statement shall become final and binding on Shareholder and Purchaser (in such instance, the "Final Closing Statement") unless Shareholder gives written notice to the Purchaser of his disagreement with respect to any matter contained therein ("Notice of Working Capital Disagreement") within 10 days after the receipt thereof. A ...
Working Capital Settlement. (a) Prior to the Closing Date, the Company shall estimate its working capital position (the "Working Capital") as of the close of business on the Closing Date (the "Computation Date"). Working Capital shall mean (x) the sum of (i) the book value of current assets plus (ii) the amount of capital expenditures listed on Schedule 1.7; less (y) the book value of current liabilities excluding any amount of Debt or Company Expenses paid by Purchaser at Closing pursuant to Section 1.5(c). The Company shall provide Purchaser a copy of the calculation of the estimated Working Capital (the "Estimated Working Capital Statement") three business days prior to the Closing Date. The book value of all amounts and the determination of Working Capital shall be determined in accordance with generally accepted accounting principles, consistently applied ("GAAP") on a basis consistent with the Company's last audited Financial Statements..
(b) If the amount of the Working Capital as shown on the Estimated Working Capital Statement (the "Estimated Working Capital") is greater than $1,417,000 the Merger Consideration shall be increased by the difference between the Estimated Working Capital and $1,417,000. If the amount of the Estimated Working Capital is less than $1,417,000, the Merger Consideration shall be reduced by the difference between $1,417,000 and the Estimated Working Capital.
Working Capital Settlement. As of the Closing Time, Bass and FCH shall jointly prorate rents, revenues, other income, deposits, taxes (including personal property taxes), expenses (including pre-paid expenses), utility charges, assessments, and charges related to each Hotel based upon the most current information available; provided, however, the Bass Parties shall receive the entire advantage of any discounts for the prepayment of any taxes, assessments, or charges made by it in the ordinary and normal course of business; and further provided, however, that certain accrued liabilities may be retained by Bass and, to the extent so retained, shall be paid by Bass on or before the date upon which they are due. This proration will occur through a final accounting jointly prepared by accountants for Bass and FCH, the results of which shall be incorporated into a written operations settlement statement (the "Working Capital Settlement Statement") which shall be executed by both Bass and FCH aggregating the individual results of settlement with respect to all of the Hotels. In particular, the following items shall be jointly determined by Bass and FCH as of the Closing Date and included or reflected in the Working Capital Settlement Statement: (i) the most recent invoice cost of the food, beverage, and alcoholic beverage inventories owned by the Bass Parties at each Hotel that are in good and useable condition and in unopened containers (the "F&B Inventories"); (ii) the book value (which the parties hereby agree is equal to 50% of the original invoice cost) of the linen, china, crystal/stemware, and silver inventories owned by the Bass Parties at each Hotel that are in good and useable condition (the "Houseware Inventories"); (iii) the excess of accounts receivable at face value (other than amounts described in clause (v) of this sentence) over accounts payable relating to the Hotels (the "Accounts Receivable Excess"), or the excess of accounts payable over accounts receivable relating to the Hotels (the "Accounts Payable Excess"); (iv) prepaid deposits for confirmed reservations, hotel facilities, and services for periods on or after the Closing Time (the "Prepaid Deposits"); (v) the amounts of any accounts receivable of any guests who have not checked out and who are occupying rooms during the evening prior to the Closing Date (the "Tray Ledger"); and (vi) cash on hand for pettx xxxh and cashiers' banks (the "House Funds"). Since the financial results pertaining to the night that include...
Working Capital Settlement. The Purchase Price shall be subject to adjustment as follows:
(a) As promptly as practicable and in any event within ninety (90) days after the Effective Time, the Buyer shall prepare and deliver to the Sellers a balance sheet of the Business (the “Closing Balance Sheet”) comprised of the Accounts Receivables, Retention Receivables, Business Prepaids, Accounts Payable and Accrued Expenses as of the Effective Time (the “Working Capital Components”). The Closing Balance Sheet shall set forth a calculation of the Working Capital Components as of the Effective Time (the “Closing Working Capital”), in a manner consistent with the illustrative calculation attached hereto as Exhibit I. During the preparation of the Closing Balance Sheet by the Buyer and the period of any dispute with respect to the application of this Section 2.07, each of the Parties shall cooperate with the other Party to the extent reasonably requested to prepare the Closing Balance Sheet or to investigate the basis for any dispute. The Closing Balance Sheet shall be examined by the Sellers, and the Sellers shall, no later than thirty (30) days after their receipt of the Closing Balance Sheet (the “Review Period”), notify the Buyer in writing if the Sellers disagree with the Closing Balance Sheet, identifying with reasonable specificity those items which the Sellers take exception with and the Sellers’ proposed adjustment with respect thereto (an “Objection Notice”). If the Sellers’ do not deliver an Objection Notice prior to the expiration of the Review Period, the Sellers shall be deemed to have accepted the Closing Balance Sheet for the purposes of determining the Closing Working Capital and any Post-Closing Working Capital Adjustment under Section 2.07(b). If the Sellers give notice of objections to the Closing Balance Sheet by timely delivering the Objection Notice to the Buyer, the Sellers and the Buyer shall, during the thirty (30) days following such delivery (the “Resolution Period”), use their Commercially Reasonable Efforts to reach agreement on the disputed items or amounts (the “Disputed Amounts”). If the Sellers and Buyer reach an agreement on the Disputed Amounts during the Resolution Period, the agreed upon amount shall constitute the final Closing Working Capital. If the Sellers and Buyer are unable to resolve the Disputed Amounts during the Resolution Period, such Disputed Amounts shall be referred within ten (10) Business Days thereafter to BDO USA, LLP, or, if such firm is ...
Working Capital Settlement. 6 ARTICLE II
Working Capital Settlement. 18 (a) Preliminary Working Capital Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . 18 (b) Definitive Working Capital Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 (c) Owner Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6.7 Pending Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 6.8
