Cash Reconciliation. Within 30 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the “Disbursements”), and (b) the cash deposits made by the Company (the “Deposits”). Within three business days following the Buyer’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the Company with respect to pre-Closing periods, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, (ii) checks issued by the Buyer or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company’s accounts as of the Closing. For purposes of this calculation, Deposits shall also include the amount of salary and expense reimbursement paid by the Company from September 30, 2004 to the Closing Date with respect to Xxx Xxxx, Regional Safety Manager. Disbursements and De...
Cash Reconciliation. 7.7.1 Immediately following the Relevant Time at the relevant Cash Processing Centre, joint inspection teams composed of representatives of the Seller and the Purchaser (the “Joint Inspection Team”) shall, simultaneously at each other Cash Processing Centre in the country in which that Cash Processing Centre is located, and in accordance with the Agreed Cash Count Process:
(i) conduct a physical count of the Valuables held in each float of each Cash Solutions Customer (a “Cash Count”) held by the relevant Group Company on behalf of Cash Solutions Customers, a Group Company or a member of the Seller’s Group (the “Physical Inventory”) which the Seller and Purchaser shall use reasonable endeavours to procure will take place as a “blind count” unless there are bona fide practical and/or logistical reasons that result in this not being possible;
(ii) compare the result of the relevant Physical Inventory with the relevant Administrative Inventory;
(iii) immediately following completion of the relevant Cash Count, prepare a Cash Count Statement that records the Physical Inventory at the relevant Cash Processing Centre (adjusted to reflect Physical Cash that, as at the Relevant Time, has become On Balance Sheet Cash) which shall be signed by a representative of each of the Seller and the Purchaser; and
(iv) record the number of Consignment (which, for the avoidance of doubt, shall not include opening such Consignment and counting the contents) and prepare a statement that records the number of Consignment, including the serial number of each Consignment, at the relevant Cash Processing Centre (a “Consignment Statement”) which shall be signed by a representative of each of the Seller and the Purchaser.
7.7.2 For each Cash Processing Centre, the Cash Count Statements as agreed in accordance with Clause 7.7.1(iii) and the Consignment Statements as agreed in accordance with Clause 7.7.1(iv) shall each be final and binding on the parties, subject to Clause 7.7.4.
7.7.3 Reconciliation of Physical Cash held in respect of ATM Services and CDM Services shall be conducted in accordance with the Agreed ATM Process or as otherwise agreed between the Seller and the Purchaser. The Seller shall use reasonable endeavours to complete the balancing of ATM Services and CDM Services by no later than 30 days after the relevant Closing Date and final reconciliation shall be completed no later than 45 days after the relevant Closing Date unless otherwise agreed in writing between the Pu...
Cash Reconciliation a book to bank reconciliation of all cash accounts with copies of bank statements; and
Cash Reconciliation. It had been the intention of the Parties to implement the Conversion concurrently with the Mezzanine Loan Acquisition Date. However, the Parties recognize that the conditions set forth in Sections 5.1.1 and 5.2.1 will necessitate a delay in the Conversion beyond the Mezzanine Loan Acquisition Date. The Parties desire that, to the maximum extent possible, the economic effect of a Conversion concurrent with the acquisition of the Mezzanine Loans be replicated notwithstanding such delay. Therefore, upon the Conversion Closing, TPG shall certify in writing as to the financial information necessary to perform the reconciliation, and the Parties shall in good faith reconcile the differences between the economic results of the Conversion occurring on the Conversion Date as compared to a hypothetical closing on the Mezzanine Loan Acquisition Date. The Parties shall then calculate an amount of cash that shall be paid by CNP Investor to TPGA, or by TPGA to CNP Investor, as applicable based on the net debits and credits for the reconciliation, such that the Conversion on the Conversion Date will result in the same economic effect as if the Conversion had occurred on the Mezzanine Loan Acquisition Date. This reconciliation shall include, without limitation, the following adjustments:
3.4.1 TPGA shall be credited, and CNP Investor shall be debited, with an amount equal to TPGA’s Plaza Percentage multiplied by the total debt service payments received by CNP Investor during the Reconciliation Period.
3.4.2 CNP Investor shall be credited, and TPGA shall be debited, with an amount equal to CNP Investor’s Plaza Percentage multiplied by the total distributions by TPG Plaza Investments to TPGA during the Reconciliation Period.
3.4.3 TPGA shall be credited, and CNP Investor shall be debited, with an amount equal CNP Investor’s Plaza Percentage multiplied by the total capital contributions made by TPGA to TPG Plaza Investments during the Reconciliation Period.
Cash Reconciliation. (a) The parties acknowledge and agree as follows:
(i) Seller is entitled to retain all Cash of the Business (other than Restricted Cash) as of June 30, 2005. All Cash of the Business from and after such date shall be retained by the Companies, other than net amounts payable to or by Seller and its Affiliates (other than the Companies and its Subsidiaries) by or to the Companies and their Subsidiaries in accordance with the Intercompany Agreements (the “Closed Loop”).
(ii) The Closed Loop shall be calculated for the period from and including July 1, 2005 through and including August 31, 2005 pursuant to the adjustment set forth in Section 2.3(c)(ii). The calculation of such adjustment is reflected in the schedules set forth in Schedule II to this Amendment (the “Cash Reconciliation Schedule”), which sets forth the Net Due amount for which adjustment shall be made pursuant to Section 2.3(c)(ii).
(iii) The Closed Loop shall be calculated for the period from and including September 1, 2005 through and including the date immediately prior to the Closing Date pursuant to the adjustment set forth below in this Section 2.5.
(b) Within forty-five (45) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement for the period from and including September 1, 2005 through and including the date immediately prior to the Closing Date, setting forth, the following (the “Preliminary Cash Statement”):
(i) reconciliations of the inter-company accounts of Seller and its Subsidiaries (other than the Companies and their Subsidiaries), on the one hand, and the Companies and their Subsidiaries, on the other hand (“Inter-Company Accounts”);
(ii) activity flowing through the Inter-Company Accounts, broken out between cash activity and non-cash activity;
(iii) cash activity through the Inter-Company Accounts broken out between (x) net inter-company agreement activity, (y) net cash transfer activity and (z) net payments made by Seller on behalf of the Business; and
(iv) a reconciliation of the net amount due to/due from Seller in accordance with Section 2.5(a)(iii) (the “Net Due”) with supporting documentation for items (i) — (iii) above.
(c) The Preliminary Cash Statement shall be prepared and the Net Due amount shall be calculated using the same policies, procedures and methodologies used in preparing the Cash Reconciliation Schedule and consistent with Section 2.3(c).
(d) Seller shall have thirty (30) days following receipt of the Preliminary Cash State...
Cash Reconciliation a) Perform daily reconciliation of cash activity and cash balances reflected in the X.X. Xxxxxx bank loan system to bank loan custody account
b) Proactively clear outstanding breaks with counterparties and agent banks
Cash Reconciliation. At the close of business on the last Business Day before the Effective Time, Redwood Empire shall conduct a cash reconciliation at its branches and shall permit Westamerica to observe or participate in such reconciliation.
Cash Reconciliation. The Borrower shall prepare daily cash reconciliation reports in a form acceptable to the Senior Facility E Lender and shall provide such reports to the Senior Facility E Lender at 17:00 on each Business Day.
Cash Reconciliation. No later than five (5) days after the Closing Date, MKTG, Sellers and ARI will mutually determine the amount of cash on hand by the Business as of 5:00 p.m. New York time on the date that is one (1) day prior to the Closing Date and ARI will cause such amount to be paid to Sellers. In no event will MKTG or Sellers be entitled to any cash generated by the Business after 5:00 p.m. on the date that is one (1) day prior to the Closing Date. Cash on hand shall be based upon the book balance of each such account for cash on hand less any cash for which checks have been written but not presented to the applicable banks for payment and less any other appropriate adjustments or prorations.
Cash Reconciliation. (a) Following the Closing, the Company shall determine the amount of the Company’s “cash and cash equivalents” (as defined below) as of the Closing Date (“Closing Cash Statement”), which shall be so determined in accordance with U.S. GAAP consistently applied. The Company shall deliver the Closing Cash Statement to the Investor as soon as practicable after the Closing Date but in any event within thirty (30) days after the Closing Date. The Investor shall notify the Company of any objections to the Company’s calculations within the Closing Balance Sheet within thirty (30) days after the Investor receives the Closing Balance Sheet. If the Investor does not notify the Company of any such objections by the end of that thirty-day period, then the Closing Cash Statement shall be considered final on the last day of that thirty-day period. If the Investor does notify the Company of any such objections by the end of that thirty-day period, and the Investor and the Company are unable to resolve their differences within fifteen (15) days thereafter, then the disputed items on the Closing Cash Statement shall be submitted to the Arbiter for resolution, and the Arbiter shall be instructed to deliver a final Closing Cash Statement, prepared in accordance with U.S. GAAP consistently applied, to the Investor and the Company as soon as possible (but in no event later than forty (40) days after the Closing Cash Statement was submitted to the Arbiter). As used above, the term “Arbiter” means a nationally (in the U.S.) recognized accounting firm mutually acceptable to the Company and the Investor; provided, however, that if the Company and the Investor are unable so to agree upon the Arbiter within thirty 30 days following the expiration of the fifteen (15) day period described above, then each of the Company and the Investor shall designate a nationally (in the U.S.) recognized accounting firm (provided neither party may designate the firm which serves as the primary audit firm for such party or its affiliates), and each of two such firms shall designate a third nationally (in the U.S.) recognized accounting firm (which third firm shall not be the firm which serves as the primary audit firm for such party or its affiliates), and such third firm shall constitute the Arbiter for purposes of this Section 1.7. The Investor shall pay 50% of the costs of the Arbiter, and the Company shall pay 50% of such costs. The final Closing Cash Statement as mutually agreed to by the Company...