Examples of Adjusted Closing Cash in a sentence
The Adjusted Closing Cash Consideration shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser at least three (3) Business Days prior to the Closing.
EXCO agrees that until October 1, 2010, it shall not make any dividend or distribution of any of such Adjusted Closing Cash Consideration to its shareholders other than in connection with dividends or distributions made by EXCO in the ordinary course of business consistent with its past practices (excluding past practices to make dividends and distributions subsequent to and in respect of asset dispositions by EXCO and its Affiliates).
The Adjusted Closing Cash Consideration shall account for any Rejected Interests that are the subject of a Rejection Notice delivered to EXCO not less than seven (7) Business Days prior to the Closing as provided in Section 3.3(b)(viii).
The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Adjusted Closing Cash Amount and Adjusted Working Capital reflected thereon) will be final, conclusive and binding on the parties unless Seller provides a written notice (a “Dispute Notice”) to Parent no later than thirty (30) calendar days after the delivery to Seller of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.
The Purchase Price payable at Closing under Section 2.4.1 (the “Estimated Purchase Price”) shall be calculated using the estimated Closing Debt Amount, the estimated Adjusted Closing Cash Amount and estimated Adjusted Working Capital set forth on the Estimated Closing Statement.
On the date three business days prior to the estimated Closing Date, the Company shall provide Parent with a reasonable estimate of the Adjusted Closing Cash Balance, together with detailed supporting documentation satisfactory to Parent.
If Cantor and the Surviving Corporation agree in writing on resolution of all disputes properly identified in such Dispute Notice, then the Adjusted Closing Balance Sheet, the Adjusted Closing Cash, the Adjusted Closing Indebtedness and the Adjusted Closing Net Equity, each as modified by such agreement of the Surviving Corporation and Cantor, shall be and become final and binding on the Parties.
The Final Settlement Statement, the final Adjusted Closing Cash Amount, final Interim Period Revenue Share and the final Interim Period Carried Costs Amount determined by the Accounting Arbitrator pursuant to this Section 3.6 will be final and binding on the Parties (other than with respect to amounts not accounted for therein or settled thereby, which amounts will be subject to the provisions of Section 2.3(b)).
After such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event within sixty (60) days following its engagement) determine the resolution of such remaining disputed matters, which determination shall be final and binding on the parties hereto and the Sellers, and the Reviewing Accountant shall provide Acquirer and the Securityholder Agent with a calculation of the Adjusted Closing Cash Consideration in accordance with such determination.
The Additional Closing Cash Consideration, if any, shall be paid to the Payment Agent and the Surviving Corporation, as applicable, by wire transfer of immediately available funds within ten (10) Business Days after the determination of the Final Adjusted Closing Cash Consideration (the date of such payment, the “Additional Closing Cash Consideration Payment Date”).