Closing Date Cash. On or prior to the Closing Date, Sellers shall be permitted to transfer, to themselves or their designees, all of the cash and cash equivalents (including, without limitation, restricted cash) of the Companies, without any adjustment to the Base Purchase Price.
Closing Date Cash. (a) On the business day prior to the Initial Closing Date, the Closing Date Cash of the Company and its Subsidiaries shall be an amount equal to the amounts of Cash and Accounts Receivable (as defined below) shown on a schedule provided by Sellers' Representative to Purchaser at the Initial Closing; provided, that, (1) in calculating such amount, amounts owing in respect of checks issued by the Company and the Company Subsidiaries shall not be included, even if they have not cleared or been negotiated, and (2) amounts in respect of checks received by the Company and the Company Subsidiary shall only be included to the extent that payment therefore by the payor has cleared such payor's financial institution. For purposes of this Section 3.30, "Accounts Receivable" shall mean all accounts receivable of the Company and each of Company Subsidiaries, excluding inter-company revenues between the Company and its Subsidiaries, as of the business day prior to the Initial Closing Date.
Closing Date Cash. The Parties hereby acknowledge and agree that any and all Cash held by Bxxxxx and SLZ on the Closing Date (the “Closing Cash”) shall be for the account of the Purchaser.
Closing Date Cash. The Parties hereby acknowledge and agree that any and all Cash held by the Company on the Closing Date (the “Closing Cash”) shall be for the account of the Purchaser.
Closing Date Cash. The Closing Date Cash shall be $4,004,267.
Closing Date Cash. Closing Date Cash shall not be less than $56,500,000, $26,500,000 of which shall be held by EIC.
Closing Date Cash. If it is determined that there is any shortfall in the amount of Closing Date Cash or any negative book balance in any Company bank account, then, unless there is a dispute as contemplated by Section 2.4(c)(i) below, the Seller shall return to the Company an amount equal to the difference between the amount by which the Company Bank Account had less than the Closing Date Cash plus an amount equal to any negative book balances in any Company bank account as of the Closing Date (the “Cash Reconciliation Payment”). Seller shall return the Cash Reconciliation Payment, if any, together with interest thereon at the prime interest rate as reported in The Wall Street Journal on the Closing Date, calculated on an annual basis but pro rated for the actual number of days for which interest is to be paid (the “Prime Interest Rate”), plus Two Percent (2.0%) from the Closing Date to the date of payment, by wire transfer of same-day funds, not later than the third (3rd) business day after determination of the actual Closing Date Cash, to an account that the Company shall designate.
Closing Date Cash. If Seller notifies Purchaser in writing within ten (10) business days after receipt of the Closing Date Balance Sheet that Seller disagrees with the determination of the Closing Date Cash, and such notice states with reasonable specificity the basis for such disagreement, Seller and Purchaser shall attempt in good faith to resolve such dispute as soon as possible. If the parties are unable to resolve such dispute within thirty (30) days after Purchaser’s receipt of such notice, Seller and Purchaser shall as soon as reasonably practicable thereafter jointly submit such dispute for arbitration to an independent certified public accounting firm mutually acceptable to Seller and Purchaser (or, if the parties cannot agree on such an arbitrating accounting firm, to KPMG’s Atlanta office (the “Arbitrating Accounting Firm”) for the purpose of resolving the dispute set forth in such notice. The review performed by the Arbitrating Accounting Firm shall be limited to the issues identified in the notice, which issues shall only relate to whether the amount of the Closing Date Cash was in fact in the Company Bank Account and whether the Company had any other Company bank accounts with negative book balances. The Arbitrating Accounting Firm shall review and decide if any return is required to be made by Seller to the Company and, if so, how much within thirty (30) days after such submission. The decision of the Arbitrating Accounting Firm shall be set forth in writing and delivered to Seller and Purchaser. The decision of the Arbitrating Accounting Firm shall be final and binding on Seller and Purchaser. Not later than the third (3rd) business day after delivery of the final and binding Closing Date Cash amount by the Arbitrating Accounting Firm, Seller shall return to the Company all amounts then due, as determined by the Arbitrating Accounting Firm, together with interest thereon at the Prime Interest Rate plus Two Percent (2.0%) from the Closing Date to the date of payment, by wire transfer of same-day funds to an account that the Company shall designate to Seller.
Closing Date Cash. Within five (5) Business Days following the Closing, the Buyer shall deliver to the Seller a written statement (the “Closing Date Cash Statement”) specifying the aggregate amount of cash in the bank accounts listed on Schedule 3.18 (the “Bank Accounts”) as of the Effective Time (the “Closing Date Cash Amount”), together with copies of all bank statements for the Bank Accounts used to calculate the Closing Date Cash Amount. The Closing Date Cash Amount shall be expressed in U.S. Dollars and for purposes of converting Canadian dollars and Euros to U.S. Dollars in the calculation of the Closing Date Cash Amount, the exchange rate to be used shall be the Canadian Exchange Rate and the Euro Exchange Rate, respectively. If the Closing Date Cash Amount shown on the Closing Date Cash Statement exceeds the Closing Date Cash Target, then the Buyer shall pay to the Seller such excess on the date of the Buyer’s delivery of the Closing Date Cash Statement to the Seller by wire transfer of immediately available funds to a bank account designated by the Seller. If the Closing Date Cash Amount shown on the Closing Date Cash Statement is less than the Closing Date Cash Target, then the Seller shall pay to the Buyer such deficiency within five (5) Business Days after the Seller’s receipt of the Closing Date Cash Statement by wire transfer of immediately available funds to a bank account designated by the Buyer. The payment, if any, required to be made under this Section 2.9 is referred to herein as the “Adjustment Payment.” The Closing Date Cash Amount shall be reduced by any checks issued but not cleared through an Acquired Company’s bank account as of the Effective Time for payment (i) to the Seller or any of its Affiliates (other than an Acquired Company), (ii) in satisfaction of any Seller’s Retention Obligations, and (iii) of any severance payments for employee terminations occurring prior to the Closing Date. The Parties’ payment obligations under this Section 2.9 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason or under any other agreement.
Closing Date Cash. Parent and Seller agree that the Company shall have at least $1.5 million of Company Cash at the opening of business on the Closing Date. It is further agreed by all parties hereto that notwithstanding any provision of this Agreement to the contrary, (i) Parent and Seller shall be under no obligation to leave Company Cash in excess of $1.5 million and (ii) in all events, Parent shall be compensated for all Company Cash in accordance with Section 2.04(a).
