Closing Cash Shortfall definition

Closing Cash Shortfall means, if the amount of Escrowed Cash exceeds the Closing Cash Amount, the absolute value of the amount equal to the Closing Cash Amount minus the Escrowed Cash.
Closing Cash Shortfall means the amount, if any, by which the Company Cash Target exceeds Company Cash as set forth in the Company Closing Financial Certificate.
Closing Cash Shortfall means the amount, if any, by which (a) the aggregate amount of Transaction Expenses plus (b) the Minimum Cash Amount exceeds (c) the Company Cash Amount.

Examples of Closing Cash Shortfall in a sentence

  • The Equity Purchase Price to be paid at the Closing shall reflect any Working Capital Shortfall, any Closing Cash Shortfall and/or any Working Capital Surplus (in each case, calculated based on Estimated Closing Date Working Capital, Estimated Closing Cash and Estimated Minimum Closing Cash, as applicable).

  • After full satisfaction of the Closing Cash Shortfall in accordance with the prior sentence, Buyer shall release the remaining Holdback Closing Cash, if any, to the Paying Agent for further distribution to the Shareholders and Non-Employee Company Option Holders based on their respective Holdback Closing Cash Pro-Rata Portions and to the Surviving Corporation for further distribution to the Employee Company Option Holders based on their respective Holdback Closing Cash Pro-Rata Portions.

  • The following tables show the effects on the estimated purchase price and impacted balance sheet line items of changes in management’s assumptions that there will be no Closing Cash Shortfall.

  • The Estimated Adjustment Amount, the Estimated Closing Cash Shortfall and the Estimated Closing Funded Debt shall be used to calculate the Closing Secondary Equity Interests Cash Consideration to be paid by Purchaser to Seller or the other applicable Seller Entities at the Closing, and the Estimated Closing Cash Shortfall shall be used to calculate the portion of the Cash Shortfall Contributions (if any) to be paid by Xxxxxxxxx and the Seller Entities at the Closing.


More Definitions of Closing Cash Shortfall

Closing Cash Shortfall means such aggregate Cash Amounts (which may be a positive or negative number) that need to be added to (if the Closing Cash Shortfall is a positive number), or that can be withdrawn from (if the Closing Cash Shortfall is a negative number) the operating bank accounts of the Purchased Entity and its Subsidiaries so that each of the following clauses (a), (b) and (c) are true (calculated on a separate (and not aggregate or net) basis for each such clause) as of 12:01 a.m. (Eastern Time) on the Closing Date (after giving effect to the Pre-Closing Restructuring Steps and not including any cash and cash equivalents to be distributed to Seller or any of its Affiliates (other than the Purchased Entity and its Subsidiaries) pursuant to the Debt-Financed Distribution or Additional Cash Distribution referred to in Article II): (a) the operating bank accounts of the Purchased Entity and its Subsidiaries hold all of the Cash Amounts in respect of the Settlement Deposits (as such term is set forth on and calculated in accordance with row 15 of the Cash Amounts Principles) at such time; (b) the amount of the Cash and Cash Equivalents (as such term is set forth on and calculated in accordance with row 10 of the Cash Amounts Principles and, which for the avoidance of doubt, is the result of subtracting Settlement Deposits and adding or subtracting, as applicable, Other Misc from the Closing Cash Amount (as such terms are set forth on and calculated in accordance with the Cash Amounts Principles)) is at least equal to $1,500,000,000; and (c) the amount of the Total Settlement Adjustment (as such term is set forth on and calculated in accordance with row 33 of the Cash Amounts Principles) is at least equal to zero. For purposes of calculating the Closing Cash Shortfall, the amounts referred to in this definition shall be calculated in a manner consistent with Seller’s and the Business’s historical practices, applied consistently, and the same principles, practices, assumptions, procedures, methodologies and policies (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) set forth in Section 1.1(d) of the Seller Disclosure Schedules (collectively, the “Cash Amounts Principles”). In the event of a discrepancy or conflict between the terms of this Agreement and the Cash Amounts Principles, the Cash Amounts Principles shall control.
Closing Cash Shortfall has the meaning set forth in Section 4.3(2)(b).
Closing Cash Shortfall means the amount by which the Minimum Closing Cash exceeds Closing Cash.
Closing Cash Shortfall means the amount by which the Final Closing Cash is less than zero.
Closing Cash Shortfall means the amount, if any, by which the Estimated Closing Cash exceeds the Closing Cash set forth in the Accepted Adjustment Statement.
Closing Cash Shortfall is defined in Section 2.4(d)(iv).

Related to Closing Cash Shortfall

  • 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).

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Capitalization Reimbursement Shortfall Amount With respect to any Distribution Date and, with respect to any Mortgage Pool comprised of two or more Loan Groups, each Loan Group, the amount, if any, by which the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of all Mortgage Loans (or, if the Mortgage Pool is comprised of two or more Loan Groups, on the Mortgage Loans in the related Loan Group) during the preceding calendar month exceeds the amount of principal payments on the Mortgage Loans included in the Available Distribution Amount (or, if the Mortgage Pool is comprised of two or more Loan Groups, Available Distribution Amount for the related Loan Group) for that Distribution Date.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.

  • Net Interest Shortfall With respect to any Distribution Date, the Interest Shortfall, if any, for such Distribution Date net of Compensating Interest Payments made with respect to such Distribution Date.

  • Class A-P Collection Shortfall With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

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

  • Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.

  • Collateral Shortfall Amount is defined in Section 8.1.