Cash Adjustments. (a) Subject to Section 3.5(c), prior to the Final Separation Date, either (i) Healthcare will transfer funds to Tyco or (ii) Tyco will transfer funds to Healthcare, such that Healthcare’s cash balance in its accounts immediately prior to the Final Separation Date shall equal at least $500 million (the “Healthcare Target Cash Balance”).
(b) Subject to Section 3.5(c), prior to the Final Separation Date, either (i) Electronics will transfer funds to Tyco or (ii) Tyco will transfer funds to Electronics, such that Electronics’ cash balance in its accounts immediately prior to the Final Separation Date shall equal at least $500 million (the “Electronics Target Cash Balance”).
(c) Notwithstanding Sections 3.5(a) and (b), if on the Business Day prior to the Final Separation Date, Tyco’s cash balance in its accounts is less than $700 million (net of accrued but unpaid Separation Expenses to be borne by Tyco pursuant to Section 12.5), then each of the Electronics Target Cash Balance and Healthcare Target Cash Balance will be reduced by an amount equal to 50% of the amount by which Tyco’s cash balance is below $700 million (net of accrued but unpaid Separation Expenses to be borne by Tyco pursuant to Section 12.5). In the event that the actual book cash balance of the Parties on the Final Separation Date is greater than the sum of the Healthcare Target Cash Balance, Electronics Target Cash Balance and the Tyco Target Cash Balance, as calculated above, such excess cash will be allocated to the Parties on the basis of each Parties’ respective contribution to the Free Cash Flow generated in the year.
(d) Promptly following the Final Separation Date, and in any event not later than forty-five (45) days following such Distribution Date, Healthcare, and Electronics (each, a “Delivering Party”) shall each prepare for the period after September 30, 2006 up to its respective Distribution Date an exhibit (a “Statement of Cash Flow Detail”) which includes: (a) a complete cash flow statement indicating the Free Cash Flow generated by the Delivering Party during such period, (b) a list of acquisitions and divestitures consummated by the Delivering Party (or a member of its respective Group) which quantifies the cash impact to the Delivering Party of such transactions, (c) a list of accrued but unpaid Separation Expenses and (d) the book cash balance of such Delivering Party as of the Distribution Date. In preparing the Statement of Cash Flow Detail, the elements thereof shall (i)...
Cash Adjustments. Cash, cash equivalents and marketable securities and derivative instruments (collectively, "Cash") of the Seller and its Subsidiaries as of the Cut-off Date shall be retained by Seller as part of the Excluded Assets (the "Retained Cash"). Any income or losses, including Cash, of the Business after the Cut-off Date shall be for the account of the Purchaser. Without derogating from the foregoing, the Purchaser (i) understands that outside of the operations in the ordinary course of the Business, the Seller will continue to collect cash, cash equivalents and marketable securities and derivative instruments for the purpose of consummating the Bezeq Transaction, including, without limitation, through shareholder loans, shareholder investments and financial loans, (ii) acknowledges that it has no rights to any such assets (and has no liability for any liabilities related thereto), and (iii) all such assets shall be part of the Excluded Assets. If during the period from the Cut-off Date until the Closing the Business generates a positive Cash amount, then the Seller shall transfer such positive amount to the Purchaser as part of the Acquired Assets ("Positive Cash Amount"). If during the period from the Cut-off Date until the Closing the Business generates a negative Cash amount and hence such amounts were financed by the Seller during such period, the Purchaser will transfer such amount to the Seller within 14 days after the Closing. At Purchaser's request, if the Acquired Assets include cash of less than NIS 10,000,000, the Seller will provide Purchaser at Closing with a non-interest bearing loan of up to an amount required to bring such cash to NIS 10,000,000 ("Seller Loan"), and such loan shall be repaid by Purchaser to Seller within fourteen (14) days after Closing. For the avoidance of doubt, this Section 3.4 shall not be deemed to derogate from Seller's obligation under Section 6.1(xi).
Cash Adjustments. (a) Subject to Section 3.5(c), prior to the Final Distribution Date, either (i) Healthcare will transfer funds to Tyco or (ii) Tyco will transfer funds to Healthcare, such that Healthcare’s cash balance in its accounts shall equal at least $500 million (the “Healthcare Cash Balance”).
(b) Subject to Section 3.5(c), prior to the Final Distribution Date, either (i) Electronics will transfer funds to Tyco or (ii) Tyco will transfer funds to Electronics, such that Electronics’ cash balance in its accounts shall equal at least $500 million (the “Electronics Cash Balance”).
(c) Notwithstanding Sections 3.5(a) and (b), if on the Business Day prior to the Final Separation Date, Tyco’s aggregate cash balance in its accounts is less than $1.7 billion (net of unpaid Separation Expenses), then each of the Electronics Cash Balance and Healthcare Cash Balance will be reduced by an amount equal to 50% of the amount by which Tyco’s aggregate cash balance is below $1.7 billion (net of unpaid Separation Expenses). In addition, each of the Healthcare Cash Balance and the Electronics Cash Balance, shall be adjusted on a dollar-for-dollar basis for the results or effect of any acquisition or divestiture of any member of the Healthcare Group or the Electronics Group, as the case may be, prior to the Final Distribution Date on the cash balance of Healthcare or Electronics in its accounts.
(d) Promptly following the Final Distribution Date, and in any event not later than forty-five (45) days following such Distribution Date, Healthcare and Electronics (each, a “Delivering Party”) shall each prepare a statement of its Free Cash Flow from September 30, 2006 to its Distribution Date without giving effect to the transactions contemplated hereby (a “Statement of Free Cash Flows”). Each Statement of Free Cash Flows shall (i) be prepared in accordance with GAAP applied on a consistent basis and with the same accounting principles, practices, methodologies and policies used by such Party in connection with the preparation of the Delivering Party’s financial statements, (ii) be prepared in a manner consistent with the principles set forth in Schedule 3.5(d), (iii) be prepared in a manner consistent with the terms of this Agreement; and (iv) set forth the amount of the difference between (1) cash transferred to Healthcare and Electronics as of the Final Distribution Date pursuant to Section 3.5(a) or (b), as applicable, and (2) $500 million. For purposes of clarity, Schedule 3.5(d) sets f...
Cash Adjustments. (1) The Federal agency will make prompt payment to the grantee for allowable reimbursable costs.
(2) The grantee must immediately refund to the Federal agency any balance of unobligated (unencumbered) cash advanced that is not authorized to be retained for use on other grants.
Cash Adjustments. (a) Subject to Section 3.5(c), prior to the Final Separation Date, either (i) Healthcare will transfer funds to Tyco or (ii) Tyco will transfer funds to Healthcare, such that Healthcare’s cash balance in its accounts immediately prior to the Final Separation Date shall equal at least $500 million (the “Healthcare Target Cash Balance”).
(b) Subject to Section 3.5(c), prior to the Final Separation Date, either (i) Electronics will transfer funds to Tyco or (ii) Tyco will transfer funds to Electronics, such that Electronics’ cash balance in its accounts immediately prior to the Final Separation Date shall equal at least $500 million (the “Electronics Target Cash Balance”).
(c) Notwithstanding Sections 3.5(a) and (b), if on the Business Day prior to the Final Separation Date, Tyco’s cash balance in its accounts is less than $700 million (net of accrued but unpaid Separation Expenses to be borne by Tyco pursuant to Section 12.5) (“Tyco Target Cash Balance”), then each of the Electronics Cash Balance and Healthcare Cash Balance will be reduced by an amount equal to 50% of the amount by which Tyco’s cash balance is below $700 million (net of accrued but unpaid Separation Expenses to be borne by Tyco pursuant to Section 12.5). In the event that the actual book cash balance of the Parties on the Final Separation Date is greater than the sum of the Healthcare Target Cash Balance, Electronics Target Cash Balance and the Tyco Target Cash Balance, as calculated above, such excess cash will be allocated to the Parties on the basis of each Parties’ respective contribution to the Free Cash Flow generated in the year.
Cash Adjustments. (a) Prior to the Effective Time, either (i) LSC will transfer funds to RRD or (ii) RRD will transfer funds to LSC, such that LSC’s cash balance in its accounts immediately prior to the Effective Time shall equal $[●] million (the “Pre-Distribution LSC Target Cash Balance”).
(b) Prior to the Effective Time, either (i) Donnelley Financial will transfer funds to RRD or (ii) RRD will transfer funds to Donnelley Financial, such that Donnelley Financial cash balance in its accounts immediately prior to the Effective Time shall equal $[●] million (the “Pre-Distribution Donnelley Financial Target Cash Balance”).
(c) Following the LSC Distribution Date, in the normal course of business and in accordance with the rules and regulations of the SEC, LSC shall prepare and file its interim report on Form 10-Q for the fiscal quarter immediately preceding the LSC Distribution Date (the “LSC 10-Q”).
(d) Following the Donnelley Financial Distribution Date, in the normal course of business and in accordance with the rules and regulations of the SEC, Donnelley Financial shall prepare and file its interim report on Form 10-Q for the fiscal quarter immediately preceding the Donnelley Financial Distribution Date (the “Donnelley Financial 10-Q”).
(e) If the cash balance reflected in the LSC 10-Q (the “LSC 10-Q Cash Balance”) is greater than the Pre-Distribution LSC Target Cash Balance, then LSC shall be obligated to pay, or cause to be paid, to RRD, or its designee, the amount of such excess within five (5) Business Days following the filing of the LSC 10-Q. If the LSC 10-Q Cash Balance is less than the Pre-Distribution LSC Target Cash Balance, then RRD shall be obligated to pay, or cause to be paid, to LSC, or its designee, the amount of such deficiency within five (5) Business Days following the filing of the LSC 10-Q.
(f) If the cash balance reflected in the Donnelley Financial 10-Q (the “Donnelley Financial 10-Q Cash Balance”) is greater than the Pre-Distribution Donnelley Financial Target Cash Balance, then Donnelley Financial shall be obligated to pay, or cause to be paid, to RRD, or its designee, the amount of such excess within five (5) Business Days following the filing of the Donnelley Financial 10-Q. If the Donnelley Financial 10-Q Cash Balance is less than the Pre-Distribution Donnelley Financial Target Cash Balance, then RRD shall be obligated to pay, or cause to be paid, to Donnelley Financial, or its designee, the amount of such deficiency within five (5) Business D...
Cash Adjustments. The parties agree that the Agreed Net Value of the Properties (as defined in the Operating Agreement) shall be increased, as set forth on a Closing Statement prepared pursuant to the Proration Agreement prepared for each Property by the amount of the aggregate value of any cash or cash equivalents, including, without limitation, any deposits or bonds given by Inland (e.g. utility deposits, deposits or reserves with the any lender and/or landscaping bonds) or amounts in any of Inland accounts, that are transferred, directly or indirectly, to the Company (whether as part of the Inland Capital Contribution or otherwise) on the Property Contribution Date, exclusive of any amount attributable to net prorations as provided in Paragraph 3 above.
Cash Adjustments. (i) At the Closing, Buyer agrees to pay to Sellers the amount of cash Parent has provided to Target to operate since December 31, 2005 calculated as set forth below in this §2(g), payable in cash by wire transfer or delivery of other immediately available funds (the “Cash Adjustment”). The Cash Adjustment shall be an amount equal to $1,941,718 as the amount of Target’s cash on hand at December 31, 2005 (A) plus $467,000 advanced by Parent to Target in January 2006, and (B) plus $50,000 as an allocation to Seller of Target’s profits for the first fiscal quarter of 2006; resulting in a final Cash Adjustment of $2,458,718.
(ii) At the Closing, Sellers agree to close all of the Division’s bank accounts with JX Xxxxxx Cxxxx Bank, N.A., as well as all other accounts with any other banking or similar institutions (the “Bank Accounts”) and to pay to Buyer by wire transfer or delivery of other immediately available funds an amount equal to the amount of cash in the Bank Accounts as of the Closing (the “Bank Account Amount”). Buyer and Sellers shall jointly instruct the banks at which the Bank Accounts were located to honor all checks drawn on the Bank Accounts subsequent to the closing of the Bank Accounts with proceeds from the Buyer’s bank accounts and Sellers shall have no further liability for such checks.
Cash Adjustments. 10 ARTICLE 3.
Cash Adjustments. If Final Closing Cash as determined pursuant to Section 2.2 is less than the Estimated Closing Cash (the dollar amount of such deficiency, the “Closing Cash Deficiency”), the Escrow Agent shall release to Acquiror from the Escrow Account, within 10 days after the Final Closing Cash has been determined, an amount in cash equal to the lesser of (a) the Closing Cash Deficiency and (b) the total amount of cash remaining in the Escrow Account; provided, however, that if the dollar amount of the Closing Cash Deficiency exceeds the value of the Escrow Account, such amount (the amount by which the Closing Cash Deficiency exceeds the value of the Escrow Account, the “Cash Adjustments Deficiency”) shall constitute Damages for which Acquiror is entitled to indemnification pursuant to Article 9. The Sellers hereby agree to promptly execute joint written instructions in order to facilitate the foregoing release of cash to the Acquiror. If Final Closing Cash exceeds the 10
