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.
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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.
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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.
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Examples of Closing Cash Shortfall in a sentence

  • The Company shall make a payment of the unpaid Transaction Expenses by wire transfer of immediately available funds on behalf of the Persons that incurred such Transaction Expenses or by whom such Transaction Expenses are payable, including by utilizing any amounts received by the Company in respect of the Closing Cash Shortfall pursuant to Section 2.1(f)(i), if applicable.


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or negative number) that need to be added to (if the Closing Cash Shortfall is a positive number), or that can be withdrawn from (if the Closing Cash Shortfall is a negative number) the operating bank accounts of the Purchased Entity and its Subsidiaries so that each of the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.
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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.
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Closing Cash Shortfall is defined in Section 2.4(d)(iv).
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Closing Cash Shortfall means the amount by which the Final Closing Cash is less than zero.
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Closing Cash Shortfall has the meaning set forth in Section 4.3(2)(b).
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Closing Cash Shortfall means the amount by which the Minimum Closing Cash exceeds Closing Cash.
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Related to Closing Cash Shortfall

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

  • Working Capital Shortfall means the amount by which the Anticipated Working Capital Amount exceeds Minimum Net Operating Working Capital.

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

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

  • 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 2.02.

  • 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 2.04(c).

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

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

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • 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.

  • 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 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

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

  • Working Capital Deficit means the amount by which the Net Working Capital is less than the Target Net 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.

  • 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.