Closing Cash Amount. (a) Within 30 days after the Closing Date, ICE shall prepare a calculation (the “Calculation”) of the Closing Cash Amount. “Closing Cash Amount” means the aggregate working capital of NYBOT and its Subsidiaries, on a consolidated basis, as of the Closing Date, as determined applying the same principles, practices, methodologies and policies used in the preparation of the sample calculation set forth on Section 4.7(a) of the NYBOT Disclosure Letter.
Closing Cash Amount. (a) The estimated amount (the “Estimated Closing Cash Amount”), as of the Closing Date, of the Acquired Company’s share of the cash balance in the Joint Venture Account maintained by the Acquired Company as operator of the Operating Joint Venture (the “Closing Cash Amount”) is nil ($0).
(b) Within 60 days after the Closing Date, Buyer will prepare, or cause to be prepared, and deliver to Seller an unaudited statement, which shall set forth Buyer’s calculation of the Closing Cash Amount as of the Closing Date (the “Closing Statement”), together with documentation supporting such calculation. If Buyer fails to deliver a Closing Statement within the sixty-day period described above, the Estimated Closing Cash Amount will be deemed to be the Closing Cash Amount and no payments or adjustments will be made under this Section 2.4.
(c) Upon receipt from Buyer, Seller shall have 15 days to review the Closing Statement (the “Review Period”). If Seller disagrees with Buyer’s calculation of the Closing Cash Amount, Seller may, on or prior to the last day of the Review Period, deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to Buyer’s calculation of the Closing Cash Amount. Any Notice of Objection shall include a detailed written explanation of the reasons for disagreement with the Closing Statement, and shall set forth Seller’s calculation of the Closing Cash Amount based on such objections.
(d) Unless Seller delivers the Notice of Objection to Buyer within the Review Period, Seller shall be deemed to have accepted Buyer’s calculation of the Closing Cash Amount and the amount specified by Buyer shall be final, conclusive and binding. If Seller delivers the Notice of Objection to Buyer within the Review Period, Buyer and Seller shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the Closing Cash Amount. If, at the end of such period or any mutually agreed extension thereof, Buyer and Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to Ernst & Young (or, if such firm shall decline or is unable to act, or has a conflict of interest with Buyer or Seller or any of their respective Affiliates another nationally recognized independent accounting firm mutually acceptable to Buyer and Seller (the “Independent Expert”)). The part...
Closing Cash Amount. 2.04(e) Closing Date........................................... 2.03
Closing Cash Amount. It is the intention of Purchaser, Seller and Parent that the total cash and cash equivalents of Seller transferred to Purchaser or Purchaser Sub at Closing pursuant to Section 2.1(h) shall be no less than (i) $1,000,000 plus (ii) the amount, if any, that the total liabilities assumed by Purchaser or Purchaser Sub pursuant to Section 3.1(a) exceed (x) the items transferred to Purchaser or Purchaser Sub pursuant to Section 2.1(j) plus (y) the items transferred to Purchaser or Purchaser Sub pursuant to Section 2.1(k) (the "Closing Cash Amount"). Purchaser, Seller and Parent have estimated, based on the unaudited balance sheet of Seller as of July 31, 2003, the Closing Cash Amount to be $1,056,559 in accordance with the Closing Cash Schedule set forth as Schedule 4.3. Such estimated Closing Cash Amount is being delivered by Seller to Purchaser or Purchaser Sub at Closing, subject to adjustment as provided in Section 4.5.
Closing Cash Amount. Parent shall deposit with the Escrow and Payments Agent, for the benefit of and payment to the Stockholders, the Closing Cash Amount. The applicable Escrow and Payments Agreement shall provide that the Closing Cash Amount shall be held and disbursed by the Escrow and Payments Agent, and Parent shall cause the Escrow and Payments Agent to hold and disburse the Closing Cash Amount, in accordance with this Section 3.06(a) and the Allocation Schedule. The Escrow and Payments Agent shall hold the Closing Cash Amount on behalf of the Stockholders for the sole purpose of delivering the Closing Cash Amount to the applicable Stockholders in accordance with the terms of this Agreement. Whenever, pursuant to this Agreement, Parent deposits with the Escrow and Payments Agent amounts to which Stockholders are entitled, for the benefit of the Stockholders entitled thereto and payable pursuant to the applicable Escrow and Payments Agreement, such deposit by Parent satisfies in full Parent’s obligations to deliver such amounts to the Stockholders, subject to Section 3.06(f). The Stockholders’ Representative, on behalf of the Stockholders, shall pay the costs and expenses of the Escrow and Payments Agent (if any).
Closing Cash Amount. No later than ten (10) Business Days following the Closing Date, Seller shall deliver to Buyer a calculation of the Cash of Seller immediately prior to the Closing ("Closing Cash Amount"). Closing Cash Amount shall not include the face amount of all checks written by Seller prior to the Closing Date but not yet debited to Seller's bank accounts as of the date of calculation by Seller pursuant to this Section 2.9(a) and shall include the amount of all deposits made by Seller prior to the Closing Date which were not fully credited to Seller's bank accounts as of the Closing Date but which were fully credited to Seller's bank accounts as of the date of calculation by Seller pursuant to this Section 2.9(a). The calculation shall be accompanied by reasonably detailed schedules supporting the calculation of the Closing Cash Amount.
Closing Cash Amount. In the event the cash assets of HealthCore immediately prior to the Closing (the "Closing Cash Amount") are less than Two Million Eight Hundred Fifty Thousand ($2,850,000) Dollars, then the number of shares of HealthCore Common Stock issued to the holders of record on the Closing Date of Outstanding Adatom Common Stock other than Xxxxx (the "Adatom Former Shareholders") shall be increased as follows: first, subtract from twenty-two and one-half (22.5%) percent (the "HealthCore Post Merger Percentage") the product of the difference between (i) $2,850,000 and (2) the Closing Cash Amount, multiplied by .00000309 (such difference being the "New HPMP"); second, calculate the percentage obtained by dividing the HealthCore Post Merger Percentage by the New HPMP and subtracting one hundred (100%) percent (the difference being the "Margin Percentage"); and third, multiply the Margin Percentage by the number of shares of HealthCore Common Stock which would have been outstanding immediately after the Merger pursuant to Section 3.1 (such product being the "Increased Shares"). For purposes of calculating the new Per Share Merger Consideration, divide the number of Increased Shares by the Outstanding Adatom Common Stock, and add that number to the Per Share Merger Consideration. At the time of the Merger, and without necessity of any further action, Xxxxx shall transfer and shall be deemed to have transferred to the Adatom Former Shareholders, on a pro rata basis, the number of shares of HealthCore Common Stock that he would have received as his pro rata percentage of the Increased Shares had he been included in the adjustment to the Per Share Merger Consideration described above. Polan shall have no ownership interest of any kind in such shares at any time, but shall hold them in trust for the other holders of Outstanding Adatom Common Stock. For the purposes of this section the Closing Cash Amount shall be deemed to include (i) all cash on hand, (ii) the aggregate consideration payable to HealthCore upon the exercise of all outstanding options and warrants of HealthCore as of the date hereof having an exercise price not greater than $1.25 per share; (iii) the aggregate consideration payable to HealthCore for the purchase of shares of HealthCore Common Stock upon the exercise of options and warrants to purchase the same, up to an aggregate maximum of Thirty Thousand (30,000) shares, issued on or after the date hereof in consideration for the settlement of certain oblig...
Closing Cash Amount. An aggregate amount in cash equal to the Closing Cash Amount, by wire transfer of immediately available funds to account(s) designated in writing by Seller;
Closing Cash Amount. The Company shall have cash and/or cash equivalents at least equal to the Closing Cash Amount.
Closing Cash Amount. 2.05(e) Closing Date....................................................................................2.03 Company.....................................................................................
