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

Examples of Actual Closing Cash in a sentence

• 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 parties further agree that the calculation of Estimated Closing Working Capital, Actual Closing Working Capital, Estimated Closing Cash, Actual Closing Cash, Estimated Indebtedness and Actual Indebtedness shall exclude any actions taken or changes made, or caused to be taken or made, by Parent on the Closing Date after the Closing, or any financing arrangements entered into by the Parent, which Parent causes the Surviving Corporation or its Subsidiaries to enter, at or after the Closing.

• If any such Dispute Notice is timely provided, Parent and the Securityholders’ Representative shall use their commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree in writing) to resolve any disagreements with respect to the Draft Computation or the calculation of the Working Capital Adjustment Amount, Actual Closing Cash, the Indebtedness Amount, the Actual Transaction Expenses or the Merger Consideration.

• 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.

• 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 Company’s Required Closing Cash and the Actual Closing Cash (the “Closing Cash Deficiency”).

• As well, the Tribal Council in the charter stipulated that “the EDC, its board, and all employees are protected by tribal sovereign immunity to the fullest extent of the law.”The Yuma Indian Nation has personal and subject matter jurisdiction over the Smiths, The stay should be denied and the litigation continued in tribal court.

• 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).

• 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.

• Includes 105,000 shares subject to options exercisable within sixty days of August 2, 2010.

• 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.

More Definitions of Actual Closing Cash

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

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.

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