Working Capital Settlement Sample Clauses
The Working Capital Settlement clause defines the process for adjusting the purchase price of a business based on the actual working capital at closing compared to a predetermined target. Typically, after the transaction closes, the parties review the final working capital figures and, if there is a difference from the agreed target, a payment is made by either the buyer or the seller to reconcile the shortfall or excess. This clause ensures that both parties receive a fair value by accounting for fluctuations in working capital, thereby preventing disputes over the business’s financial position at the time of sale.
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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) 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. 7 1.8 ADDITIONAL POST-CLOSING ADJUSTMENTS. . . . . . . . . . . 9 1.9
Working Capital Settlement. (a) For purposes of this Agreement, the following terms shall have the following meanings:
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 ▇▇▇▇▇▇▇▇, 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) 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 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 d▇▇▇▇▇ined 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 a▇▇▇▇▇▇▇ 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, Poser shall estimate the working capital position of Poser (the "Working Capital") as of the close of business on December 31, 1997 (the "Computation Date"). The Working Capital shall be equal to the sum of (i) cash, plus (ii) the book value of accounts receivable after allowance for doubtful accounts, plus (iii) the book value of notes and other receivables, plus (iv) the book value of inventory, including all work-in- progress and finished goods, after allowance for all obsolete or unsaleable inventory plus (v) the book value of all prepaid expenses, including all utility deposits, rental deposits and equipment deposits (even though such deposits are characterized as long-term assets); less the sum of (a) the book value of all accounts payable and accrued expenses, plus (b) the book value of all other current liabilities. The Working Capital shall be computed in the manner outlined on Schedule 1.
Working Capital Settlement. 6 ARTICLE II
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, "Closing Working Capital" means an amount equal to current assets excluding any accounts receivable, or portion thereof, of the Companies outstanding as of the Closing that remain outstanding 90 days after the Closing Date (the "Uncollected Accounts") less Assumed * Indicates confidential text omitted and filed separately with the Securities and Exchange Commission