Working Capital Calculation. Decrease (increase) in working capital, for the purposes of the calculation of Excess Cash Flow, means the following:
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. (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.
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) Less Current Income Taxes (including current tax 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).
Working Capital Calculation. (a) On or prior to the Closing Date, the Shareholders shall prepare and deliver to Purchaser an estimate of the Company s working capital as of the end on the calendar month prior to the Closing Date, to be derived from the financial information set forth on the balance sheet prepared by the Company for the end of such month, substantially in the form of Exhibit 1.4(a) hereto (the "Estimated Working Capital").
Working Capital Calculation. On the Closing Date, the Company shall prepare and deliver to the Buyer a calculation (the “Initial Calculation”) of the Working Capital as reflected on the Closing Balance Sheet (the “Closing Working Capital”) calculated on the same basis as the form of estimated Working Capital statement attached to Schedule 2.9, together with the components used in determining the Closing Working Capital, including such schedules and data with respect to the determination of the Closing Working Capital as may be appropriate to support such Initial Calculation.
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. 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. By way of clarification, the parties acknowledge and agree that all balances used to arrive at Working Capital shall not be double counted. Calculation of Working Capital Adjustment Current Assets(1) $ Less deferred tax assets ( ) Less any Transaction Tax Benefits ( ) Plus all pending tax refunds applied for and previous year over-payments applied to 2005 by Company or any Subsidiary ( ) Plus any tax payments made in 2005 in respect of 2005 taxes Total Working Capital Assets $ Current Liabilities (adjusted)(2) $ Less current portion of Indebtedness for borrowed money and accrued interest thereon ( ) Less a liability reserve for taxes of $1,100,000 (1,100,000 ) Less reserves for deferred Taxes(3) ( ) Plus Transaction Expenses incurred for services provided prior to and through the Closing (to the extent not paid prior to or at the Closing) Plus special bonus or noncompetition payments owing to employees (to the extent not paid prior to or at the Closing) Plus regular bonus and commission amounts for employees prorated through the Closing Date (to the extent not paid prior to or at the Closing) Plus negative cash Plus all paid time off through the Closing Date (to the extent not paid prior to or at the Closing) Total Working Capital Liabilities $ Working Capital Assets $ Less Working Capital Liabilities ( ) Working Capital
Working Capital Calculation. The Parties have assumed that, as of the Closing Date, the Company will have on hand Working Capital in an amount equal to Zero Dollars and 0/100 ($0.00) of Working Capital (the “Target Working Capital”).
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, xxxxxx drop count, and Seller’s Chips liability count if it so elects. Such cash count, xxxxxx 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.
