Actual Closing Cash definition

Actual Closing Cash has the meaning set forth in Section 2.04(a)(i).

Actual Closing Cash means for each Sold Company listed on Schedule 1.1(a) hereto the actual amount of Cash held by such Sold Company at the Closing Date.

Actual Closing Cash means the Cash of the Company and its Subsidiaries as of the close of business on the Closing Date, as finally determined pursuant to Section 2.6.

Examples of Actual Closing Cash in a sentence

• The parties shall thereafter refer the determination of the FY2004 Working Capital, the Closing Working Capital and/or the Actual Closing Cash Amount to an independent firm of chartered accountants agreed by the parties in writing or, failing agreement on the identity of the partner or firm of chartered accountants, appointed, on the application of either party, by the President of the Hong Kong Society of Accountants for the time being.

• If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below).

• The determinations of the Settlement Accountants with respect to the Actual Closing Working Capital, Actual Closing Cash, Actual Closing Indebtedness and Actual Seller Transaction Expenses, and adjustments to the Estimated Merger Consideration to arrive at the Merger Consideration as a result thereof, shall be final, conclusive and binding and shall not be subject to further review, challenge or adjustment.

• If no such Dispute Notice is received by Parent on or prior to the close of business on the last day of such sixty (60) calendar day period, the Draft Computation and the calculation of Working Capital Adjustment Amount, Actual Closing Cash, the Indebtedness Amount, the Actual Transaction Expenses and the Merger Consideration set forth therein shall be deemed accepted by the Securityholders’ Representative.

• 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.

• If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to the difference between the Required Closing Cash and the Actual Closing Cash (the “Closing Cash Deficiency”).

• The Actual Closing Cash shall include cash held in the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, for great certainty and without duplication, shall be included in the Closing Working Capital).

• The final items reflected on the Statement (as revised in accordance with the prior sentence) which were accepted or deemed accepted between the parties consisting of Actual Working Capital, Actual Closing Indebtedness, Actual Seller Transaction Expenses and Actual Closing Cash shall be deemed the “Final Working Capital,” “Final Closing Indebtedness,” “Final Seller Transaction Expenses”, “Final Closing Cash,” and “Final Bonus Pool Taxes Amount” respectively.

• If the Seller is required to pay any amount in respect of Depreciation Claw-back (which shall in no event exceed US$2,000,000), such amount shall first be paid by the Seller from the Actual Closing Cash Amount.

• If Seller does not deliver an Objection Notice within such period of thirty (30) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses and Working Capital of the Company and the Company Subsidiaries on a consolidated basis as of Closing shall be deemed to be the Actual Closing Cash and Cash Equivalents, the Actual Closing Indebtedness, the Actual Transaction Expenses and the Actual Closing Working Capital (each, as defined below).

More Definitions of Actual Closing Cash

Actual Closing Cash shall have the meaning set forth in Section 2.06(c).

Actual Closing Cash means the aggregate Cash as of immediately prior to the Closing as set out in the Final Statements as finally determined in accordance with Section 2.8.

Actual Closing Cash is defined in Section 2.2(b).

Actual Closing Cash. “Actual Illinois Sports Betting Licenses Costs” and “Actual Purchase Price,” respectively, for all purposes herein.