Net Cash Adjustment. 8.2.1 If the aggregate Net Cash is greater than nil (0), the excess shall on a dollar-for-dollar basis be paid to the Seller by the Purchaser.
8.2.2 If the aggregate Net Cash is less than nil (0), the difference shall on a dollar-for-dollar basis be paid to the Purchaser by the Seller.
Net Cash Adjustment. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate signed by an officer of the Company setting forth the Company’s good faith determination of the estimated Net Cash (“Estimated Net Cash”). The Company shall provide Parent access to such working papers and other information reasonably available supporting such calculation of Estimated Net Cash.
(ii) If Actual Net Cash (as defined below) is less than the Estimated Net Cash, then the Merger Consideration shall be reduced dollar-for-dollar by the amount of such difference. If Actual Net Cash is greater than the Estimated Net Cash, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference.
(iii) Within thirty (30) days after the Closing Date, the Parent shall prepare or cause to be prepared a calculation of Net Cash and deliver to the Former Company Stockholders’ Agent the calculation of Net Cash and the adjustments, if any, required to be made to the Merger Consideration pursuant to Section 3.3(g)(ii). The Parent shall provide the Former Company Stockholders’ Agent access to such working papers and other information reasonably available supporting such calculation of Net Cash. If the calculation of the Net Cash delivered to the Former Company Stockholders’ Agent is equal to or greater than the Estimated Net Cash, the Parent shall promptly remit the full amount of such difference to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders. If the calculation of the Net Cash delivered to the Former Company Stockholders’ Agent is less than the Estimated Cash (the difference of such amounts being hereinafter referred to as the “Cash Shortfall”), the Parent shall immediately prepare and execute an instruction to the Escrow Agent to remit the Cash Shortfall out of the Working Capital Escrow Amount to the Parent, and the balance of the Working Capital Escrow Amount, if any, shall remain with the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement, Section 3.3(f) and this Section 3.3(g).
(iv) The Former Company Stockholders’ Agent will have a period of thirty (30) days following the delivery of the Parent’s calculation of Net Cash to notify the Parent in writing of any disagreements with such calculation specifying in reasonable detail the nature and amount of any such disagreement. Any item or amount not specifically objected to in such notification sha...
Net Cash Adjustment. Pursuant to terms and conditions set forth in Section 5, the redemption price per share of the Serasa Redeemable Shares as specified in Sections 2.1.1(i), 2.1.1(ii) and 2.1.1(iii) shall be increased or decreased by Net Cash Adjustment per share.
Net Cash Adjustment. (i) After the Closing, Parent and the Shareholder Representative shall determine the Net Cash of the Target Companies as of December 31, 2009 in accordance with the provisions of this Section 3.06(b). For purposes of this Agreement, “Net Cash” shall mean (i) the Target Company Cash as of December 31, 2009, less (ii) the Company Transaction Expenses not paid as of December 31, 2009, less (iii) any Option Repurchase Amounts not paid as of December 31, 2009, less (iv) the Company Debt Arrangements not paid as of December 31, 2009.
Net Cash Adjustment. In the event that Closing Net Cash is greater than Zero Dollars ($0), the number of Exchange Shares to which the Stockholders shall be entitled shall be increased by the amount determined by dividing the amount by which Closing Net Cash is greater than Zero Dollars ($0) by the Redemption Amount. In the event that Closing Net Cash is less than zero ($0), the number of Exchange Shares to which the Stockholders shall be entitled shall be reduced by the amount determined by dividing the amount by which Closing Net Cash is less than Zero Dollars ($0) by the Redemption Amount.
Net Cash Adjustment. Within three business days after any Dispute with respect to the Net Cash has been finally resolved:
(i) if the Final Net Cash Amount is negative, then no adjustment to the Purchase Price shall be made; and
(ii) if the Final Net Cash Amount is positive, then Purchaser shall pay to Seller an amount equal to the Final Net Cash Amount.
Net Cash Adjustment. Within five Business Days after the Closing Statement is finalized pursuant to clause (b) or (d):
(A) if Closing Net Cash exceeds $17,000,000 (the “Net Cash Threshold Amount”), then, each Buyer shall pay to Seller such Buyer’s pro rata portion (determined in accordance with the allocations set forth on Annex II hereto (as to each Buyer, such Buyer’s “Pro Rata Portion”), of the amount equal to such excess; or
(B) if Closing Net Cash is less than the Net Cash Threshold Amount, Seller shall pay to each Buyer such Buyer’s Pro Rata Portion of the full amount of such deficit.
Net Cash Adjustment. The Cash Portion of the Purchase Price shall be adjusted upward on a dollar-for-dollar basis by the amount by which the Net Cash of Infinity as of August 31, 1998 is greater than zero; PROVIDED, HOWEVER, that such upward adjustment pursuant to this SECTION 2(E) shall not exceed $500,000 and PROVIDED, FURTHER, that Sellers' conduct the business of Infinity in the ordinary course from August 31, 1998 through the Closing Date. In the event the Parties are unable to agree on or calculate the Net Cash of Infinity as of August 31, 1998 before the Closing, the Net Cash of Infinity as of August 31, 1998 shall be determined subsequent to the Closing by Coopers & Lybrand, L.L.P. in accordance with the terms of this Agreement (at the xxxxx expense of the Buyer and the Sellers), which determination shall be final, conclusive and binding on the Parties.
Net Cash Adjustment. 2.3.1 As of the date of this Agreement, within five (5) Business Days after the end of each calendar month the Sellers shall report to the Purchaser in writing on the amount of Net Cash as at the last Business Day of each calendar month.
2.3.2 On the Closing Date the Sellers shall:
(i) prepare and get its external auditors (or if the external auditor appointed by the Sellers cannot guarantee its ability to timely provide the Draft Auditor's Statement on the Closing Date, the Sellers will at least 5 days prior to Closing give the Purchaser the opportunity to appoint an auditor for this purpose) to audit and certify the Net Cash Amount ("ESTIMATED NET CASH") in an auditors statement (the "DRAFT AUDITOR'S STATEMENT"). However, in the event that the Draft Auditor's Statement is prepared by the auditors of the Purchaser, the Sellers shall procure that the external auditor appointed by Sellers shall in any event additionally deliver to the Sellers and to the Purchaser an auditors statement of the Net Cash per Closing two (2) Business Days after Closing; and
(ii) deliver to the Purchaser a copy of the Draft Auditor's Statement.
2.3.3 If the Estimated Net Cash is less than one hundred fifteen million Euro ((euro) 115,000,000) the difference shall be deducted by the Purchaser from the Cash Payment as a preliminary Net Cash reduction, such reduction of the Initial Purchase Price hereinafter referred to as the "PRELIMINARY NET CASH REDUCTION".
2.3.4 If the Sellers or the Purchaser have objections to the Draft Auditors' Statement and the Estimated Net Cash the Sellers or the Purchaser, as the case may be, must, not later than five (5) Business Days of receipt of the Draft Auditors' Statement under Article 2.3.2, send a written notice to the other Party, setting out those objections in a reasonable level of detail, failing which the Draft Auditors' Statement shall be the final and binding audited statement (the "AUDITOR'S STATEMENT"), and the Estimated Net Cash shall be the Net Cash Amount. The Audited Statement and the Net Cash Amount shall be deemed to be final, approved by and binding upon the Parties.
2.3.5 If the Sellers or the Purchaser send a written objection according to Article 2.3.4, the Sellers and the Purchaser must use their best efforts to approve, in writing, to agree to the Auditors' Statement and agree to the Net Cash Amount.
2.3.6 If within ten (10) Business Days of the submission to the Purchaser of the Draft Auditors' Statement according to Article...
Net Cash Adjustment. At Closing, Purchaser shall deduct from the amount payable to Vendor at Closing, (or where a negative amount, add to the amount payable) the estimated Net Cash Adjustment set forth in the Closing Statement provided pursuant to Section 4.3.
