Transferred Cash has the meaning set forth in Section 2.1(a).
Transferred Cash means, as of the close of business on the Closing Date, to the extent applicable only to the 2017 Festival, all cash, deposits and funds received by the Assignor on or before the close of business on the Closing Date, including checks deposited in Assignor’s or Assigning Parties’ bank regardless of whether cleared. For the avoidance of doubt, Transferred Cash shall not mean or include any cash, deposits, checks or other cash equivalents of any of the Assigning Parties that are not directly related to or associated with the 2017 Festival.
Transferred Cash means (i) the lock boxes, deposit accounts, payroll accounts, and payables accounts of Sellers and the Transferred Subsidiaries exclusively or primarily related to, or used exclusively or primarily in, the conduct of the Business, and the cash balances thereof, and (ii) an amount of cash and cash equivalents that will be specified by Holdings to Parent in writing not less than 10 days prior to Closing.
Examples of Transferred Cash in a sentence
Such statement shall also include an estimate of the Transferred Cash (the “Estimated Transferred Cash”).
The Purchase Price shall be paid net of Estimated Transferred Cash in lieu of any obligation of Seller to deliver Transferred Cash on the Closing Date.
In the event that Buyer disputes the calculation of the Transferred Cash Assets Amount set forth in the Adjustment Statement, Buyer shall notify Seller in writing (the “ Dispute Notice”) of the amount, nature and basis of such dispute within ten (10) Business Days after delivery of the Adjustment Statement.
Following any such dispute resolution (whether by mutual agreement of the parties or by written decision of the Audit Firm), the calculation of the Transferred Cash Assets Amount shall be determined final.
With the exception of any portion of the Transferred Cash that Seller delivers to Buyer on the Closing Date, the Purchase Price shall be paid net of Estimated Transferred Cash in lieu of any obligation of Seller to deliver Transferred Cash on the Closing Date.
More Definitions of Transferred Cash
Transferred Cash means cash in the amount of $10,000,000 US Dollars, minus (a) all Spin-Off Expenses incurred prior to the Effective Time by any member of the Company Group, (b) all Nevada Employee Liabilities incurred prior to the Effective Time by any member of the Company Group, and (c) all costs, expenses and other out-of-pocket monetary Liabilities incurred prior to the Effective Time by any member of the Company Group in respect of any Form S-1 Litigation. All cash and cash equivalents of the SpinCo Group in excess of the Transferred Cash shall be a Retained Asset.
Transferred Cash means customer deposit cash or cash accounts, cash, cash equivalents, and securities (in each case to the extent constituting restricted assets and, in the case of cash contractually restricted in connection with Debt, to the extent not used by Seller to defease or repay the Closing Debt), including any such assets collected for payments in lieu of taxes, including pursuant to AMC 26.10.025 or held under or pursuant to ML&P’s debt documents or representing the proceeds of bonds, deferred regulatory liability for gas sales funds, future gas purchases regulatory liabilities, underlift accounts and asset retirement obligation funds managed by ML&P or Seller, any decommissioning funds, utility underground requirements including those set forth in AS 42.05.381(h), (i), and (j) and AMC 21.07.050 and AMC Title 21 undergrounding funds, and any other cash collected from ratepayers for obligations assumed by Buyer including customer deposits. Exhibit J sets forth the Transferred Cash and separately identifies any cash contractually restricted in connection with Debt which will be used by Seller to defease or repay the Closing Debt, in each case as if the Closing had occurred as of December 31, 2017.
Transferred Cash means Cash and Cash Equivalents (including cash balances in credit card clearing accounts), retained in the Transferred Subsidiaries or otherwise assigned or transferred to the Buyer Sub as of the Effective Time.
Transferred Cash means an amount equal to the total cash and cash equivalents, including any “trapped cash”, of the Acquired Subsidiaries or the Business at the Effective Time.
Transferred Cash means customer deposit cash or cash accounts, cash, cash equivalents, and securities (in each case to the extent constituting restricted assets and, in the case of cash contractually restricted in connection with Debt, to the extent not used by Seller to defease or repay the Closing Debt), including any such assets collected for payments in lieu of Asset Purchase and Sale Agreement dated as of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. taxes, including pursuant to AMC 26.10.025 or held under or pursuant to ML&P’s debt documents or representing the proceeds of bonds, deferred regulatory liability for gas sales funds, future gas purchases regulatory liabilities, underlift accounts and asset retirement obligation funds managed by ML&P or Seller, any decommissioning funds, utility underground requirements including those set forth in AS 42.05.381(h), (i), and (j) and AMC 21.07.050 and AMC Title 21 undergrounding funds, and any other cash collected from ratepayers for obligations assumed by Buyer including customer deposits. Exhibit J sets forth the Transferred Cash and separately identifies any cash contractually restricted in connection with Debt which will be used by Seller to defease or repay the Closing Debt, in each case as if the Closing had occurred as of December 31, 2017.
Transferred Cash is cash which has been transferred by a SPV to Parent Borrower in for the sole purpose of paying arms-length consideration to another SPV for Transferred Accounts, and has been identified in writing at the time of such transaction as being such Transferred Cash and so long as such Transferred Cash is not commingled with the assets of any Borrower. Under no circumstance shall Transferred Cash include any other property of Parent Borrower, including, without limitation, other cash transferred by any SPV to Parent Borrower.
Transferred Cash means, after the close of market on the Measurement Date, all of the cash and cash equivalents attributed to Liberty SiriusXM that has been or will be transferred to SplitCo and its Subsidiaries pursuant to this Agreement after giving effect to reduction for any payments, and a good faith estimate of any unpaid amounts, of Allocated Executive Expenses, payments under Section 6.2(b) of the Merger Agreement as contemplated by Section 4.9, and any other payments contemplated to be made in performance by Liberty or any of its Subsidiaries of obligations under the Transaction Agreements, in each case which expenses (or contemplated payments) are not otherwise taken into account in the calculation of LSXM Net Liabilities Share Adjustment; provided, that Transferred Cash shall (i) be calculated net of outstanding outbound checks, draws, ACH debits and wire transfers and (ii) include inbound checks, draws, ACH credits and wire transfers deposited or available for deposit.