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Contract analysis / working-capital-methodology-agreement.docx
working-capital-methodology-agreement.docx
1038-00009 · 18 clauses
High · 0 Medium · 0 Standard · 9
1. Prepaid Rent (Current Portion). Prepaid rent attributable to the current portion of th
1. Prepaid Rent (Current Portion). Prepaid rent attributable to the current portion of the Company's lease obligations, including prepayments for the Company's headquarters lease at 1100 Congress Avenue, Austin, Texas, and prepayments for the Company's fourteen (14) fulfillment center leases.
2. Prepaid Insurance Premiums (Current Portion). Prepaid premiums for commercial general
2. Prepaid Insurance Premiums (Current Portion). Prepaid premiums for commercial general liability, property, directors' and officers' liability, cyber liability, workers' compensation, and other insurance policies maintained by the Company, to the extent attributable to the twelve (12) month period following the Measurement Time.
3. Prepaid Software Licenses and SaaS Subscriptions (Current Portion). Prepaid amounts fo Standard
⚑ Commercial term
3. Prepaid Software Licenses and SaaS Subscriptions (Current Portion). Prepaid amounts for enterprise software licenses, software-as-a-service (SaaS) subscriptions, and related technology service agreements, to the extent attributable to the twelve (12) month period following the Measurement Time.
4. Prepaid Marketing and Advertising (Current Portion). Prepaid amounts for marketing cam Standard
⚑ Commercial term
4. Prepaid Marketing and Advertising (Current Portion). Prepaid amounts for marketing campaigns, advertising placements, trade show participation, and similar promotional activities, to the extent attributable to the twelve (12) month period following the Measurement Time.
5. Security Deposits Classified as Current. Security deposits that are classified as curr
5. Security Deposits Classified as Current. Security deposits that are classified as current assets on the Company's consolidated balance sheet, including refundable deposits expected to be returned or applied within twelve (12) months of the Measurement Time.
6. Other Prepaid Items Historically Classified as Current. Any other prepaid items or oth Standard
⚑ Commercial term
6. Other Prepaid Items Historically Classified as Current. Any other prepaid items or other current assets that have been historically classified as current assets on the Company's consolidated balance sheet in the ordinary course of business, consistent with the Consistent Basis. For the avoidance of doubt, all prepaid amounts exceeding the twelve (12) month period following the Measurement Time (i.e., the non-curre
1. Accrued Payroll and Wages. Earned but unpaid payroll and wages for the Company's appro
1. Accrued Payroll and Wages. Earned but unpaid payroll and wages for the Company's approximately 2,400 employees, including base salary, hourly wages, overtime, and shift differentials, accrued through the Measurement Time.
2. Accrued Bonuses. Earned but unpaid bonuses, calculated on a pro rata basis for the app
2. Accrued Bonuses. Earned but unpaid bonuses, calculated on a pro rata basis for the applicable bonus period through the Measurement Time, in accordance with the Company's bonus plans and the accrual methodology described in Section 5.3(a) of this Exhibit.
3. Accrued Employee Benefits. Earned but unpaid employer contributions and accrued liabil
3. Accrued Employee Benefits. Earned but unpaid employer contributions and accrued liabilities for employee benefit programs, including health insurance, dental insurance, vision insurance, life insurance, short-term and long-term disability insurance, and employer contributions to the Company's 401(k) plan.
4. Accrued PTO/Vacation. Earned but unused PTO and vacation, valued in accordance with Se
4. Accrued PTO/Vacation. Earned but unused PTO and vacation, valued in accordance with Section 5.3(b) of this Exhibit.
5. Accrued Commissions. Earned but unpaid sales commissions and other incentive compensat
5. Accrued Commissions. Earned but unpaid sales commissions and other incentive compensation, accrued through the Measurement Time based on the Company's applicable commission plans.
6. Accrued Professional and Consulting Fees. Accrued fees for professional services (incl Standard
⚑ Commercial term
6. Accrued Professional and Consulting Fees. Accrued fees for professional services (including legal, audit, tax advisory, and consulting services) rendered to the Company in the ordinary course of business on or prior to the Measurement Time but not yet invoiced or paid. For the avoidance of doubt, fees related to the transactions contemplated by the Agreement (i.e., Transaction Expenses) are excluded pursuant to Se
7. Accrued Utilities. Accrued utility costs (including electricity, natural gas, water, s
7. Accrued Utilities. Accrued utility costs (including electricity, natural gas, water, sewer, and telecommunications) across the Company's fulfillment center and office locations, accrued through the Measurement Time.
8. Accrued Freight and Logistics Costs. Accrued costs for freight, shipping, and logistic Standard
⚑ Commercial term
8. Accrued Freight and Logistics Costs. Accrued costs for freight, shipping, and logistics services, including amounts owed to Redline Freight Corp. and other common carriers, last-mile delivery providers, and logistics service partners, for services rendered on or prior to the Measurement Time.
9. Accrued Cloud Hosting and Technology Fees. Accrued costs for cloud computing, hosting, Standard
⚑ Commercial term
9. Accrued Cloud Hosting and Technology Fees. Accrued costs for cloud computing, hosting, infrastructure-as-a-service, and other technology services, including amounts owed to Pinnacle Cloud Solutions Inc. and other technology service providers, for services rendered on or prior to the Measurement Time.
10. Accrued Advertising Revenue-Share Obligations. Accrued amounts owed to advertising pa Standard
⚑ Commercial term
10. Accrued Advertising Revenue-Share Obligations. Accrued amounts owed to advertising partners and media companies for revenue-share arrangements, including amounts owed to Stratton Digital Media Inc. and other advertising partners, for services rendered on or prior to the Measurement Time.
11. Accrued Payment Processing Fees. Accrued fees owed to payment processors, including a Standard
⚑ Commercial term
11. Accrued Payment Processing Fees. Accrued fees owed to payment processors, including amounts owed to PayStream Financial Technologies Inc. and other payment processing providers, for transaction processing services rendered on or prior to the Measurement Time.
12. Other Accrued Expenses. Other accrued expenses historically recorded on the Company's Standard
⚑ Commercial term
12. Other Accrued Expenses. Other accrued expenses historically recorded on the Company's consolidated balance sheet in the ordinary course of business and consistent with the Consistent Basis, including, without limitation, accrued property taxes, accrued maintenance and repair costs, and accrued miscellaneous operating expenses. SCHEDULE C EXCLUDED ITEMS SUMMARY The following is a consolidated summary of all items