Closing Cash Distribution definition

Closing Cash Distribution has the meaning set forth in Section 2.3(c).
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Closing Cash Distribution means the aggregate amount distributed to the Equityholders from the Escrow Account pursuant to clause (a) or (b) of Section 2.11.5.
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Closing Cash Distribution. The Closing Cash Distribution shall be subject to a Post-Closing Adjustment pursuant to the provisions of Section 2.4.
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Examples of Closing Cash Distribution in a sentence

  • Within one Business Day after the Effective Time, Deerfield shall cause the Surviving Corporation to remit to the Paying Agent an amount equal to the Closing Cash Distribution Amount.

  • The Seller and its Representatives shall have the right to review all records, work papers and calculations of the Buyer related to the Closing Date Balance Sheet (including the calculations of the Target Amount, the amount of Remaining Cash, the Closing Cash Distribution Amount and the Post-Closing Cash Distribution Amount (if any) set forth therein) and each Earn-Out Statement.

  • The Cash Distribution (including the Closing Cash Distribution) shall be paid without any deduction or withholding pursuant to Section 1445 of the Code; provided that, at the Closing, Contributor delivers to SEP a certificate, in the form attached hereto as Exhibit D, satisfying the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that Contributor is not a “foreign person”.

  • Each of the Buyer and the Seller hereby agrees that it will cooperate and assist in the preparation of the Closing Date Balance Sheet (including the calculations of the Target Amount, the amount of Remaining Cash, the Closing Cash Distribution Amount and the Post-Closing Cash Distribution Amount (if any) set forth therein) and each Earn-Out Statement and in the conduct of reviews contemplated by this Section 2.6(b).

  • At the First Closing, SEP will have sufficient funds to pay the SE Capital-Xxxxxxxx Ridge Loan Payment and the Cash Distribution (and the Closing Cash Distribution, to the extent it exceeds $500 million, shall be sourced by SEP solely from debt proceeds under indebtedness that meets all the requirements of Section 6.14(c)).

  • In the event that the Closing Cash Distribution Amount was more than the Target Amount, the Seller shall deliver to the Operating Company within thirty (30) days after the final determination of the Closing Date Balance Sheet, by wire transfer of immediately available funds to a bank account designated in writing by the Operating Company, the amount of any such excess.

  • Notes in Substitution for Closing Cash Distribution Amount.....................................

  • At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to CABO a written statement (the "Closing Statement") setting forth its good faith calculation of Transaction Expenses, the New Debt Amount and the resulting calculation of the Closing Cash Distribution Amount and the Purchase Price.

  • If the Seller does not submit a Notice of Objection during such thirty (30) day period, then the Closing Date Balance Sheet (including the calculations of the Target Amount, the amount of Remaining Cash, the Closing Cash Distribution Amount and the Post-Closing Cash Distribution Amount (if any) set forth therein) or such Earn-Out Statement, as the case may be, shall be deemed to be accepted in the form presented to the Seller.

  • At the Effective Time, Deerfield shall deposit with the Paying Agent an amount equal to the aggregate Merger Consideration less the Closing Cash Distribution Amount (collectively with the Closing Cash Distribution Amount, the "Payment Fund").


More Definitions of Closing Cash Distribution

Closing Cash Distribution has the meaning set forth in Section 2.3(b). “Closing Date” means the date on which the Closing occurs.
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Related to Closing Cash Distribution

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Cash Distributions means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Cash Flow Distribution Amount As to any calendar month, the aggregate amount of principal distributable in respect of the Mortgage Securities in such calendar month.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Capital Distribution means a payment made, liability incurred or other consideration given for the purchase, acquisition, redemption or retirement of any capital stock or other equity interest of any Company or as a dividend, return of capital or other distribution (other than any stock dividend, stock split or other equity distribution payable only in capital stock or other equity of the Company in question) in respect of any Company's capital stock or other equity interest.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Working Capital Escrow Amount means $500,000.

  • Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Closing Amount has the meaning set forth in Section 2.3.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Date Cash has the meaning specified in Section 3.4(a).