Closing Cash Balance. Honeywell shall use its reasonable best efforts to cause all cash and cash equivalents held by HON Czech Controls as of the Closing to be transferred to Honeywell or one or more of its Subsidiaries (other than the Purchased Entities) prior to the Closing; provided, however, that to the extent any cash or cash equivalents held by HON Czech Controls as of the Closing is not so transferred prior to the Closing, the amount of such cash and cash equivalents not so transferred shall be included as a current asset in Final Net Working Capital.
Closing Cash Balance. Parent and Buyer shall use commercially reasonable efforts to provide that the Freely Available Cash of Colt and its Subsidiaries is used to repay indebtedness of Colt and its Subsidiaries at or prior to the consummation of the Merger. Any remaining Freely Available Cash as of the Closing Date (after giving effect to the Financing and the transactions contemplated by the Merger Agreement and the Purchase Agreement) shall be allocated between the Retained Companies and the PLG Subsidiaries in accordance with Parent’s Pro Rata Portion and Buyer’s Pro Rata Portion, respectively, and paid (in the U.S. in U.S. dollars) as soon after the Closing Date as is reasonably practicable (i.e., with respect to the amount of Freely Available Cash held by Retained Companies and PLG Subsidiaries outside of the United States as of the Closing Date, promptly following the repatriation of such Freely Available Cash (the “Repatriation”)), but in no event later than 180 days following the Closing Date. Following the Closing, each of Parent and Buyer shall, and shall cause the Retained Companies and the PLG Subsidiaries, respectively, to use reasonable efforts to effect the Repatriation. For avoidance of doubt, any Cash of the Retained Companies and the PLG Subsidiaries that is not Freely Available Cash shall remain with such entities. Promptly following the Closing Parent will, or will cause the Retained Companies to, cause the Series A and Series B 8.25% Senior Subordinated Notes Due 2013 issued by Payless ShoeSource, Inc. (the “Senior Bonds”) to be timely defeased; provided that Buyer shall pay to the Retained Companies on the Closing Date its Pro Rata Portion of any interest accruing on the Senior Bonds from and after the Closing Date through the anticipated date of redemption of the Senior Bonds.
Closing Cash Balance. Honeywell shall use its reasonable efforts to cause all cash and cash equivalents held by any of the Companies or their Subsidiaries as of the Effective Time to be transferred to Honeywell or one or more of its Subsidiaries (other than the Companies and their Subsidiaries) prior to the Closing; provided, however, that to the extent any cash or cash equivalents held by any of the Companies or their Subsidiaries as of the Effective Time is not so transferred prior to the Closing, the amount of such cash and cash equivalents not so transferred shall be reflected as a current asset in the Preliminary Net Working Capital and the Final Net Working Capital.
Closing Cash Balance. The Company will ensure that the Cash Amount that will be reflected on the Company’s Closing Date Balance Sheet (as defined below) is no less than an amount (the “Minimum Cash Balance”) equal to (i) $20.5 million if the Closing Date occurs on August 31, 2000, (ii) $19.0 million if the Closing Date occurs on September 30, 2000, (iii) $17.0 million if the Closing Date occurs on October 31, 2000, (iv) $15.5 million if the Closing Date occurs on November 30, 2000, (v) $14.0 million if the Closing Date occurs on December 31, 2000, or (vi) in the event that the Closing occurs other than on one of the foregoing dates (the “Month-End Dates”), an amount equal to the Minimum Cash Balance for the next subsequent Month-End Date after the actual Closing Date plus the product of (A) the number of days elapsed in the then-current calendar month divided by the total number of days in the then-current calendar month and (B) the difference between the Minimum Cash Balance for the immediately preceding Month-End Date and the Minimum Cash Balance for the next subsequent Month-End Date. Two business days prior to the Closing, the Company shall deliver to Parent a certificate executed by its Chief Financial Officer stating a good faith estimate, based on reasonable assumptions, of the Company’s Cash Amount that will be reflected on the Company’s balance sheet (the “Estimated Closing Date Balance Sheet”) as of the Closing Date prepared in accordance with GAAP applied on a basis consistent with the Balance Sheet. The Company’s actual Cash Amount reflected on the Company’s balance sheet as of the Closing Date prepared in accordance with GAAP applied on a consistent basis with the Balance Sheet is referred as the “Closing Date Balance Sheet.”
Closing Cash Balance. The Closing Cash Balance immediately prior to Closing shall be zero dollars or in excess of zero dollars.
Closing Cash Balance. Notwithstanding anything in this Agreement to the contrary, Buyer agrees that Seller shall be permitted to cause, and Seller shall use reasonable best efforts to cause, all cash and cash equivalents held by any of the Companies or their Subsidiaries as of the Closing to be transferred to Seller or one or more of its Affiliates (other than the Companies and their Subsidiaries) prior to the Closing; provided, however, that Seller shall not transfer any of the cash and cash equivalents set forth in Section 4.20(a) of the Company Disclosure Schedule. Buyer agrees that if any cash or cash equivalents (other than the cash and cash equivalents set forth on Section 4.20(a) of the Company Disclosure Schedule) held by the Companies or their Subsidiaries as of 11:59 p.m. Eastern time on the Closing Date is not transferred to Seller prior to 11:59 p.m. Eastern time on the Closing Date, then such cash and cash equivalents, which shall be property of Seller, shall be promptly transferred to one or more bank accounts designated by Seller following Closing net of any expenses associated with such transfer, subject to compliance with Applicable Laws.
Closing Cash Balance. Schedule 2.4.1 hereto sets forth the Closing Cash Balance (as hereinafter defined). In the event the Closing Cash Balance is a positive number (the "Positive Balance"), Company shall pay to Sellers, in the aggregate, an amount equal to the Positive Balance, with each Seller's allocable portion of the Positive Balance (as set forth on Schedule 2.4 hereto) to be paid to such Seller by wire transfer of immediately available funds to the account of such Seller as specified on Schedule 2.
3.1. In the event the Closing Cash Balance is a negative number (the "Negative Balance"), Sellers shall, immediately prior to the Closing, pay into the account of Company an amount equal to the Negative Balance, it being understood and agreed that the Negative Balance shall be retained by Company following the Closing for general working capital needs. The cash balance of Company at Closing (the "Closing Cash Balance") represents and shall be determined by taking the sum of:
2.4.1 the cash and the value of the cash equivalents held by Company in any demand, time, savings, checking, depositary, securities or similar account maintained by Company with any bank, broker dealer, securities intermediary or other financial institution, in each case, as reflected on the books and accounts of Company as of the Closing Date; plus
2.4.2 all amounts (other than amounts in respect of the security deposit) paid by any Seller, Company or any Affiliate thereof regarding the facility located at 000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, Xxx Xxxx 00000 (the "Referenced Property") for the office lease, construction, equipment purchases, other related build-out, pre-paid rent for periods after the Closing Date (but not for any rent paid covering periods ending on or before the Closing Date), which amounts are all set forth on Schedule 2.4.2 hereto; plus
2.4.3 all amounts paid by any Seller, Company or any Affiliate thereof as a security deposit or pre-paid rent for periods after the Closing Date (but not for any rent paid covering periods ending on or before the Closing Date) regarding the facility located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, which amounts are all set forth on Schedule 2.4.3 hereto; less
2.4.4 One Million Five Hundred Thousand Dollars ($1,500,000) in cash or cash equivalents held by Company to be used by Company for working capital needs subsequent to the Closing; less
2.4.5 all amounts in respect of customer retainers and similar deposit payments made by customers of C...
Closing Cash Balance. The Sellers have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser that the Closing Cash Balance equals or exceeds $2,950,000.
Closing Cash Balance. The “Closing Cash Balance” shall be equal to the sum of the Seller Cash Balance and the Celestial China Cash Balance.
Closing Cash Balance. Prior to the Closing, Buyer and Seller will negotiate in good faith to mutually agree on a reasonable amount of cash (not to exceed $5,000,000) required to operate the Business on the Closing Date (the “Minimum Cash Balance”). Seller shall use its reasonable best efforts to cause the Acquired Companies, at the Closing, to have approximately the Minimum Cash Balance on a consolidated basis.
