Examples of Closing Date Cash Amount in a sentence
The Closing Date Net Working Capital and Closing Date Cash Amount finally determined pursuant to Section 2.4(b) or (c), as applicable, and the Final Base Purchase Price based thereon, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the parties to this Agreement, subject to Section 2.4(g).
If the Seller Representative does not make any such objection prior to the expiration of the Review Period, the Closing Date Cash Amount, the Closing Date Debt Amount, the Closing Date Seller Transaction Expenses Amount, the Final Purchase Price or the Closing Saperium Tax Indebtedness, in each case, as set forth on the Closing Date Schedule, shall be determinative for purposes of this Section 2.4 and shall be final and binding on all of the Parties.
Subject to the adjustments set forth in Section 3.3, the “Purchase Price” shall consist of One Hundred Thirty-Three Million Dollars ($133,000,000) in cash (the “Enterprise Value”), plus or less (i) the Estimated Net Working Capital Adjustment Amount (which may be a positive number and added or a negative number and subtracted), less (ii) the Estimated Closing Date Funded Debt Amount, plus (iii) the Estimated Closing Date Cash Amount, less (iv) the Estimated Closing Date Outstanding Company Expenses.
Each of Acquiror and the Seller shall promptly provide their assertions regarding the Closing Date Net Working Capital, the Closing Date Funded Debt Amount, the Closing Date Cash Amount and/or the Closing Date Outstanding Company Expenses and, to the extent relevant thereto, the Post-Closing Statement, in writing to the Independent Accountant and to each other.
The Closing Date Cash Amount, Closing Date Debt Amount and Closing Date Seller Transaction Expenses Amount reflected on the Closing Date Schedule shall be determined in good faith and in accordance with this Agreement.