Cash Outlay definition

Cash Outlay shall have the meaning assigned to such term in Section 2.10(a).
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Cash Outlay means the amount of any cash payment which the Target Group has paid to any person (other than a member of the Target Group or Buyer’s Group or any shareholder of any member of the Target Group or Buyer's Group who is entitled to exercise or to control the exercise of 30% or more of the votes able to be cast on all or substantially all matters at general meetings of such member) as a direct consequence of circumstances giving rise to a breach of Warranty or claim under the Tax Covenant which in the absence of agreement between the Sellers and the Buyer shall be as certified in writing by the Target Group’s auditors acting as experts.
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Cash Outlay means the total amount (100%, regardless of the source or timing of funding) of: (a) any Administrative Expense to be paid or incurred by Borrower or a Subsidiary or (b) all amounts paid or to be paid (previously, presently, or in the future) by Borrower or a Subsidiary on account of an Approved Investment, as set forth in a Loan Application. Where an Approved Investment is to be made over time or in installments, "Cash Outlay" shall refer to the total of such installments (as opposed to "Current Cash Outlay," which refers to each such installment).
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Examples of Cash Outlay in a sentence

  • If the Cash Outlay is equal or nearly equal (as determined by the Exchange Agent) to the Closing Aggregate Cash Consideration, then subparagraphs (A) and (B) above shall not apply and all Cash Election Shares shall be converted into the right to receive the Cash Consideration and all Stock Election Shares and No Election Shares shall be converted into the right to receive the Stock Consideration.

  • There may not be more than four (4) Cash Outlay Dates and Cash Reduction Dates that are not also Settlement Dates in any calendar year unless consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed).

  • If the Cash Outlay payment obligations of the Holder under Section 1.6 (a) of the SPA are not satisfied by the Holder, the Company shall have the right, in its sole discretion, to suspend all payments and accruals due to the Holder under this Note until such time as the Holder has satisfied its Cash Outlay payment obligations under paragraph 1.6(a) of schedule 3 of the SPA.

  • If the Cash Outlay relates to an Administrative Expense, then such Administrative Expense shall have been approved by Subordinated Lender, including pursuant to approval of a budget (including the Administrative Expenses Budget annexed hereto as Exhibit "A"), revised budget, or Loan Application.

  • Each Current Cash Outlay for an Approved Property shall be consistent with the Loan Application as approved, including as to Clearances, cost (subject to contingencies included in the Loan Application), and timing.

  • The Administrative Agent shall provide a copy of each Cash Outlay Notice to each Purchaser.

  • As a supplier of the Products, Anzo Group is not required to make any additional financial commitment to undertake the Supply Agreement, save for the Cash Outlay.

  • For each Approved Investment, Borrower shall contribute to the equity of the applicable Subsidiary at least Five Percent (5%) of the Cash Outlay for such Approved Investment before Subordinated Lender shall be obligated to make the Initial Property Funding for such Approved Investment.

  • In the event that no Purchaser elects to make a Cash Outlay, the Seller may, in its sole discretion, terminate any sale of Receivables to be made on such date and any future sale of Receivables by delivering written notice thereof to the Administrative Agent and each Purchaser.

  • Without limiting the generality of the foregoing, Subordinated Lender may disapprove any matter (other than any matter consistent with an approved Loan Application) that would or could lead to a Cash Outlay if Subordinated Lender has determined, in its sole and unreviewable discretion, that Subordinated Lender no longer desires to make Subordinated Loan Advances.

Related to Cash Outlay

  • Cash Out means a monetary settlement of any quantities of energy owed to or from the Transporter, after which settlement Shipper, or such other party having title to the Gas, shall no longer have title to such energy.

  • Working Capital Escrow Amount means $2,000,000.

  • Capital outlay means expenditures which

  • Cash or Cash Equivalents means (a) cash; (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (d) domestic corporate bonds, other than domestic corporate bonds issued by Borrower or any of its Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (e) variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by Borrower or any of its Affiliates, maturing or resetting no more than one (1) year after the date of acquisition thereof and having a rating of at least A or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (f) commercial paper (foreign and domestic) or master notes, other than commercial paper or master notes issued by Borrower or any of its Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and having a short-term rating of at least A-2 and P-2 from S&P and Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (g) domestic and foreign certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances (foreign or domestic) in Dollars, Hong Kong Dollars, Singapore Dollars, Pounds Sterling, Euros or Yen that are issued by a bank (I) which has, at the time of acquisition, a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent) and (II) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; (h) overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments, provided that the collateral supporting such repurchase agreements shall have a value not less than 101% of the principal amount of the repurchase agreement plus accrued interest; and (i) money market funds invested in investments substantially all of which consist of the items described in clauses (a) through (h) above.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).