Closing Date Cash Balance definition

Closing Date Cash Balance means the sum of all cash and cash equivalents as defined by GAAP held by the Companies as of the close of business, Los Angeles, California time, one Business Day prior to the Closing Date.

Closing Date Cash Balance means the aggregate amount as of the Closing Date of cash and cash equivalents of Corlieve, as determined in accordance with French GAAP.

Closing Date Cash Balance is defined in Section 1.5(a).

Examples of Closing Date Cash Balance in a sentence

• At Closing, Buyer shall pay to the Shareholders, in accordance with their Pro Rata Portions, an amount equal to (A) Twenty Million Dollars ($20,000,000), (B) minus the Closing Date Debt, and (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance.

• The aggregate “Purchase Price” shall be equal to (A) Twenty-Five Million Dollars ($25,000,000), (B) minus the Closing Date Debt, (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance and (D) minus the Employee Payment.

• Buyer shall pay to the Shareholders, in accordance with their Pro Rata Portions, an amount equal to (A) Twenty Million Dollars ($20,000,000), (B) minus the Closing Date Debt, and (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance.

• The aggregate “ Purchase Price” shall be equal to(A) Twenty-Five Million Dollars ($25,000,000), (B) minus the Closing Date Debt, (C) minus the amount of any Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance and (D) minus the Employee Payment.

• One (1) Business Day prior to the Closing Date, the Companies and the Buyer shall have prepared a schedule of (i) the Closing Date Cash Balance, (ii) the Closing Date Debt, and (iii) a reasonably detailed reconciliation of all Company Transaction Expenses that have not been paid prior to the determination of the Closing Date Cash Balance (including any Company Transaction Expenses that will become payable on the Closing Date).

More Definitions of Closing Date Cash Balance

Closing Date Cash Balance means the amount of Target’s Cash as of the Closing.

Closing Date Cash Balance means the sum of all cash and cash equivalents of Cilion and any Cilion Subsidiary as of the Closing less the Securityholders’ Representative Fund, as reflected on the Closing Payment Schedule (as updated by Cilion as of the Closing).

Closing Date Cash Balance means the cash and cash equivalents as set forth on the consolidated general ledger of the Company and each Company Subsidiary (which includes a reconciliation for issued and outstanding checks and deposits in transit) as of the opening of business on the Closing Date minus (i) the "Drafts Payable" (such amount being calculated consistent with past practice and, for reference purposes, which amount as of June 30, 2004 is reflected on Exhibit 3.4(a) as $16,329,594), minus (ii) all duties, fees, taxes, interest or similar amounts held by the Company or any Company Subsidiary (whether in dedicated accounts or otherwise) for the benefit of a Third Person (which for these purposes shall include the Company or a Company Subsidiary when it acts as an "importer of record" as the term is defined in 19 U.S.C. Section 1484) for remittance to a Governmental Entity for customs matters (e.g., amounts held for remittance to Customs) that have not yet been remitted to such Governmental Entity, plus (iii) all duties, fees, taxes, interest or similar amounts paid by the Company or any Company Subsidiary (whether in dedicated accounts or otherwise) for the benefit of a Third Person to a Governmental Entity for customs matters (e.g., amounts paid to Customs) that have not yet been collected from such Third Person).

Closing Date Cash Balance means the cash and cash equivalents as set forth on the consolidated general ledger of the Company and each Company Subsidiary (which includes a reconciliation for issued and outstanding checks and deposits in transit) as of the close of business on December 31, 2004 minus (i) the "Drafts Payable" (such amount being calculated consistent with past practice and, for reference purposes, which amount as of June 30, 2004 is reflected on Exhibit 3.4(a) as $16,329,594), minus (ii) all duties, fees, taxes, interest or similar amounts held by the Company or any Company Subsidiary (whether in dedicated accounts or otherwise) for the benefit of a Third Person (which for these purposes shall include the Company or a Company Subsidiary when it acts as an "importer of record" as the term is defined in 19 U.S.C. Section 1484) for remittance to a Governmental Entity for customs matters (e.g., amounts held for remittance to Customs) that have not yet been remitted to such Governmental Entity, minus (iii) all cash contributed on or after the Closing Date and on or before December 31, 2004 by the Purchaser, Parent or their respective Affiliates (other than the Company or any direct or indirect subsidiary thereof) to any account of the Company or any account or sub-account of the Shareholder held exclusively for the Company, plus (iv) any cash removed on or after the Closing Date and on or before December 31, 2004 by the Purchaser, Parent or their respective Affiliates from any account of the Company, plus (v) any payroll payments for the pay period ending December 25, 2004 that otherwise would have been made in the ordinary course of business on January 4, 2005 that are paid by the Sellers to Transferred Employees on or prior to December 31, 2004 plus (vi) all duties, fees, taxes, interest or similar amounts paid by the Company or any Company Subsidiary (whether in dedicated accounts or otherwise) for the benefit of a Third Person to a Governmental Entity for customs matters (e.g., amounts paid to Customs) that have not yet been collected from such Third Person."

Closing Date Cash Balance shall have the meaning set forth in Section 7.8(c).