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 (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..
Working Capital Settlement. (a) As used herein, the term “
Working Capital Settlement. (a) For purposes of this Agreement, the following terms shall have the following meanings:
Working Capital Settlement. As of the date of the transfer of Leasehold Assets with respect to each Hotel, Bass and FCH, or any purchaser from FCH, as the case may be, shall jointly prorate rents, revenues, other income, taxes (including, personal property taxes), expenses, utility charges, assessments and charges related to each such Hotel based upon the most current information available on the transfer date; 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. Notwithstanding the foregoing, (i) all revenues from the rental of guest rooms (together with any sales or other taxes thereon) for the night of the transfer ("Room Revenues"); (ii) the 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"); (iii) prepaid deposits for confirmed reservations, hotel facilities and services for periods on or after the transfer date; (iv) the amounts of any accounts receivable of any guests who have not checked out and who are occupying rooms during the evening of the transfer (the "Tray Ledger"); and (v) cash on hand for petty cash and cashiers' banks (the "House Funds"), shall be jointly dxxxxxined by Bass and FCH, or any purchaser from FCH, as the case may be, and set forth in the "Working Capital Settlement Statement." Since the financial results pertaining to the evening of transfer are necessary for the completion of the Working Capital Settlement Statement, Bass shall complete the posting of all such financial activity, all schedules, credit card billings and all other activities normally associated with the daily axxxxxxx at each Hotel for the evening of transfer, under the supervision of FCH, or any purchaser from FCH, as the case may be. Any amounts determined to be due and owing to Bass by FCH shall be paid for by FCH, by wire transfer of immediately available funds to a bank account designated by Bass (or in such other form and manner as Bass may reasonably designate) within two business days following the completion and joint execution of the Working Capital Settlement Statement. The term "Working Capital Settlement Statement" shall mean a final accounting jointly prepared by accountants for Bass and FCH (or its designee) during the period between 8:00 p.m. local time (as applicable to each of ...
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.
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..
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
Working Capital Settlement. (a) If the Closing Working Capital is less than $11,012,420, the Cash Payment will be decreased, on a dollar for dollar basis, by an amount equal to the difference, and if Closing Working Capital is greater than $11,012,420, the Cash Payment will be increased, on a dollar for dollar basis, by an amount equal to the difference. As used in this Agreement, "
