Closing Cash Adjustment. If the Closing Cash as finally determined pursuant to this Section 2.5(b) is greater than the Estimated Cash and Cash Equivalents, Buyer shall, or shall cause the Surviving Corporation to, pay to the Common Equity Holders and Rollover Holders such excess in accordance with Section 2.5(b)(iv). If the Closing Cash as finally determined pursuant to this Section 2.5(b) is less than the Estimated Cash and Cash Equivalents, Buyer shall be entitled to receive a payment, solely from the Escrow Fund, in the amount such shortfall in accordance with Section 2.5(b)(iv).
Closing Cash Adjustment. If the Final Closing Cash (as finally determined pursuant to Section 2.3(c)) is greater than the Preliminary Closing Cash, then the Purchase Price will be adjusted upward by the amount of such excess, and Buyer shall pay to Seller an amount of cash equal to such excess by bank wire transfer of immediately available funds to an account or accounts designated in writing by Seller. Such payment is to be made within 5 Business Days of the date on which the Final Closing Cash is finally determined pursuant to Section 2.3(c) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment. The amount of such excess shall be converted, if necessary, to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the date of payment.
Closing Cash Adjustment. (i) On or before February 28, 2006, Sellers will prepare in good faith, in accordance with GAAP, and deliver to Buyer a written estimated balance sheet of Division as of the close of business on February 28, 2006, which estimated balance sheet shall not take into account Intercompany Transfers but shall take into account issued and outstanding checks of Sellers related to Division which have yet to clear Sellers' bank accounts ("Estimated February Balance Sheet"). Solely by way of example of the calculation of the Estimated February Balance Sheet, if $1,000,000 in cash and cash equivalents is held by Target on February 28, 2006, but subsequent to December 31, 2005 and prior to March 1, 2006 (i) Tidel shall have transferred $300,000 in cash or cash equivalents to Target, the cash and cash equivalents balance on the Estimated February Balance Sheet shall be adjusted to $700,000, or (ii) Target shall have transferred $300,000 in cash or cash equivalents from Target to Tidel, the cash and cash equivalent balance on the Estimated February Balance Sheet shall be adjusted to $1,300,000. Buyer and Sellers shall in good faith mutually agree to the amount of cash and cash equivalents set forth on the Estimated February Balance Sheet.
(ii) Once the Estimated February Balance Sheet has been mutually agreed upon in good faith by Buyer and Sellers, (A) if the amount of cash and cash equivalents set forth on the Estimated February Balance Sheet (the "Estimated Actual Cash") is greater than the Cash Threshold, Sellers shall pay to Buyer at the Closing the difference between the Estimated Actual Cash and the Cash Threshold, or (B) if the Estimated Actual Cash is less than the Cash Threshold, Buyer shall pay to Sellers the difference between the Cash Threshold and the Estimated Actual Cash (the "Estimated Cash Adjustment").
Closing Cash Adjustment. If Closing Cash, as finally determined pursuant to Section 3.1(c)(ii), is less than Estimated Closing Cash, then the Estimated Consideration shall be reduced dollar-for-dollar by the amount of such shortfall. If Closing Cash, as finally determined pursuant to Section 3.1(c)(ii), is greater than Estimated Closing Cash, then the Estimated Consideration shall be increased dollar-for-dollar by the amount of such difference.
Closing Cash Adjustment. On the day immediately following the Closing Date (the “Final Cash Determination Date”), the Representative shall deliver to the Buyer and Parent a statement setting forth the Company’s cash (the “Final Cash”) as of the close of business on the Closing Date.
(i) If the Final Cash is greater than Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (any such amount, the “Cash Overage”), then the Purchase Price shall be increased by the amount of the Cash Overage, up to an additional Nine Million Dollars ($9,000,000), and Buyer shall pay the Cash Overage to the Representative in cash prior to the close of business on the Final Cash Determination Date. The Representative shall pay all such amounts to the Stockholders pro rata in proportion to their respective percentages set forth on Schedule I.
(ii) If the Final Cash is less than Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000) (any such amount, the “Cash Shortfall”), then the Purchase Price shall be decreased by the amount of the Cash Shortfall, and the Representative and Buyer shall deliver a joint written authorization to the Working Capital Escrow Agent within two (2) days of the Final Cash Determination Date requiring the Working Capital Escrow Agent to release to Buyer an amount in cash equal to such Cash Shortfall from the Working Capital Escrow Amount.
(iii) If the Final Cash equals Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000), no adjustment to the Purchase Price shall be made pursuant to this Section 3.6(a).
Closing Cash Adjustment. If the Closing Cash, as finally determined pursuant to Section 2.6.1, is greater than the Estimated Closing Cash, Parent or the Surviving Company shall pay to each Participating Holder such Participating Holder’s Pro Rata Share in accordance with Section 2.6.3. If the Closing Cash, as finally determined pursuant to Section 2.6.1, is less than the Estimated Closing Cash, Parent shall be paid from the Working Capital Escrow Fund such shortfall in accordance with Section 2.6.3.
Closing Cash Adjustment. The Cash Purchase Price will be subject to adjustment, after the Effective Date, based on the amount of Company Cash as of the close of business on the day prior to the Closing Date according to a statement thereof to be delivered to Buyer by Equity Holder at or before Closing.
Closing Cash Adjustment. After the final determination of the Actual Closing Cash in accordance with this Section 2.2(d), the Purchase Price shall be adjusted by comparing the Actual Closing Cash to the Estimated Cash and making any such adjustment to the Purchase Price (either upward or downward) in order to reflect the adjustment that would have occurred if the adjustment at Closing had been made with using the Actual Closing Cash. In the event that Buyer shall be entitled to any downward adjustment to the Purchase Price pursuant to this Section 2.2(d)(viii), such amount shall be paid, at the discretion of Buyer, paid by Seller or LivingSocial either (A) from the Escrow Amount (until no Escrow Amount remains) or (B) directly from Seller or LivingSocial, in either case within ten (10) Business Days after the date of the final determination of Actual Closing Cash. In the event that Seller shall be entitled to any upward adjustment to the Purchase Price pursuant to this Section 2.2(d)(viii), such cash amount shall be paid by Buyer by wire transfer of immediately available funds to an account or accounts designated in writing by Seller; provided that the payment of such amount to Seller will not cause the Actual Working Capital to be less than the Target Working Capital. 18
Closing Cash Adjustment. (a) Within thirty (30) days after the Closing Date, Parent shall prepare and deliver to the Representative a statement of Closing Cash and Funded Debt (the “Statement of Closing Cash and Funded Debt”). The Statement of Closing Cash and Funded Debt shall: (i) set forth the Closing Cash and the Funded Debt Amount in the same detail as the Statement of Estimated Closing Cash and Funded Debt; and (ii) be based upon the books and records of the Company and its Subsidiaries and shall be prepared in accordance with the principles, policies, estimates and procedures used in preparing the Company Balance Sheet and the assumptions set forth on Schedule 3.09 of the Company Disclosure Schedules. The Representative, and any accountants or advisors retained by the Representative, shall be permitted to review Parent’s working papers related to the preparation of such statements and the books and records of the Company and its Subsidiaries for the purposes of reviewing such statements.
(b) The Statement of Closing Cash and Funded Debt shall be final and binding on the Parties unless the Representative shall, within thirty (30) days following the delivery of the Statement of Closing Cash and Funded Debt, deliver to Parent written notice of any disagreement with such statements, which notice(s) shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and, if practicable, the dollar amount of each such disagreement. If the Representative raises any objections within the aforesaid thirty (30) day period, then the Representative, on behalf of the Company Stockholders, and Parent shall attempt to resolve the disputed matter. If the Representative and Parent are unable to resolve all disagreements within thirty (30) days of receipt by Parent of a written notice of disagreement, or such longer period as may be agreed by Parent and the Representative, then, within ten (10) days thereafter, the Representative and Parent shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of Parent, the Company, the Surviving Corporation or any of their Subsidiaries; if Parent and the Representative are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”). The Accounting Arbitrator so selected will consider only those...
Closing Cash Adjustment. A closing cash adjustment (the ----------------------- "Closing Cash Adjustment") shall be determined from the Adjusted Closing Balance Sheet and shall consist of (i) the amount of cash of Investments and Laureate Properties and the Real Estate Partnerships as shown thereon, less (ii) any overdrafts, the amount of accrued interest on the Continuing Debt and Existing Encumbrances and the projected liability of Investments and Laureate Properties for federal and state built-in gain Taxes as described in Section 5.1(v) hereof (net of any estimated deposits of such Taxes). If the Closing Cash Adjustment is a positive number, NHP shall pay such amount to the Shareholders at the Effective Time. If the Closing Cash Adjustment is a negative number, the Shareholders shall pay such amount to NHP at the Effective Time.
