Examples of Closing Date Cash Balance in a sentence
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.
Notwithstanding anything herein to the contrary, the Basket and minimum individual Losses set forth herein shall not apply to Losses related to Sections 8.2(iii), 8.2(iv), 8.2(v), 8.2(vi), 8.2(vii) or 8.2(viii), or any inaccuracy in the Closing Date Cash Balance Statement.
The Independent Accounting Firm shall make a written determination as to each issue remaining in dispute and the amount of the Company's Closing Date Working Capital and Closing Date Cash Balance and the effect thereof on the calculation of the Purchase Price, which determination shall be final and binding on the parties for all purposes hereunder.
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Seller shall deliver the Closing Date Cash Balance Statement pursuant to Section 5.5 hereof.
If the Seller delivers cash at Closing to Purchaser as provided in the Closing Date Cash Balance and Indebtedness Statement that is less than the Target Cash Balance, the Transaction Consideration will be decreased by the amount of such shortfall, and such shortfall amount shall be deducted from the WEYL Stock Holdback Amount.
If the Stockholder Representative does not notify the Purchaser of any such dispute within such 30-day period, then (i) the Preliminary Closing Balance Sheet and the Preliminary Working Capital Schedule shall be deemed to be the Final Closing Balance Sheet and Final Working Capital Schedule and (ii) the Purchaser’s calculation of the Net Working Capital and the Closing Date Cash Balance shall be deemed to be the Final Working Capital and the Final Closing Date Cash Balance, respectively.
The Company shall deliver the Closing Date Cash Balance Statement pursuant to Section 5.6 hereof.
Each of the agreements listed on Exhibit I hereto shall have been terminated and all costs, fees and expenses of the Company and its Subsidiaries incurred in connection therewith and not paid prior to the determination of the Closing Date Cash Balance shall be included in the determination of Company Transaction Expenses to be deducted from the Cash Purchase Price on the Closing Date.