Closing Date Net Cash definition

Closing Date Net Cash has the meaning set forth in Section 3.3(b).

Closing Date Net Cash means the difference of (a) the amount of cash and cash equivalents of the Company and its Subsidiaries (excluding the Closing Option Proceeds) as of immediately prior to the Closing, less (b) the amount of Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing, as determined in accordance with GAAP.

Closing Date Net Cash and such estimate referred to as “Estimated Net Cash”) and (y) the Aggregate Discounted Amount (such estimate referred to as the “Estimated Aggregate Discounted Amount”). Following the Closing, the parties shall calculate and agree upon Closing Date Net Cash and the Aggregate Discounted Amount (or failing such agreement under Section 2.8(a), Closing Date Net Cash and Aggregate Discounted Amount will be determined as provided in Section 2.8 using the procedural requirements set forth in Section 2.8). To the extent Estimated Net Cash exceeds Closing Date Net Cash, Seller Parent shall pay to Buyer such excess in U.S. dollars. To the extent Closing Date Net Cash exceeds Estimated Net Cash, Buyer shall pay to Seller Parent such excess in U.S. dollars. To the extent Estimated Aggregate Discounted Amount exceeds Aggregate Discounted Amount, Buyer shall pay to Seller Parent such excess in U.S. dollars. To the extent Aggregate Discounted Amount exceeds Estimated Aggregate Discounted Amount, Seller Parent shall pay Buyer such excess in U.S. dollars. Such payment shall be made contemporaneously with, and without duplication of, payments between the parties pursuant to Section 2.8(d).

Examples of Closing Date Net Cash in a sentence

• Incident Inspections – enables an incident condition report to be prepared for use in legal proceedings and the gathering of information for the analysis of the causes of accidents and the planning and implementation of road management and safety measures; Condition Inspections - identify deficiencies in the structural integrity of the road infrastructure assets which if untreated, are likely to adversely affect network values.

• Upon delivery of such statement by Purchaser to the Company, Purchaser shall provide the Company and its representatives with reasonable access during business hours to the books and records of the Operating Subsidiaries and their respective Subsidiaries in order to allow the Company and its representatives to verify the accuracy of the determination by Purchaser of the Closing Date Net Cash Amount.

• Each of Monsoon Closing Date Net Cash, Monsoon Closing Date Working Capital and Indigo Closing Date Working Capital shall be calculated in accordance with the Agreed Accounting Principles and the definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).

• Mitigation –redeployment of staff from other areas, NHSP and the Ward Manager, Clinical Nurse Specialist and Clinical Nurse Educator supporting ward staffing numbers.

• For purposes of calculating the Closing Date Net Cash Position and the Closing Date Net Working Capital, any amounts in currencies other than Euros shall be translated into Euros using the applicable exchange rates prevailing on the Closing Date.

• To the extent Closing Date Net Cash exceeds Estimated Net Cash, Buyer shall pay to Seller Parent such excess in U.S. dollars.

• Following the Closing, the parties shall calculate and agree upon Closing Date Net Cash and the Aggregate Discounted Amount (or failing such agreement under Section 2.8(a), Closing Date Net Cash and Aggregate Discounted Amount will be determined as provided in Section 2.8 using the procedural requirements set forth in Section 2.8).

• Upon completion of the Closing Date Financial Statements, Philips shall derive from the Closing Date Net Cash Statement the Net Cash Position as of the Closing Date (the “Closing Date Net Cash Position”) and from the Closing Date Net Working Capital Statement the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”) and deliver each such statement along with such amounts to Newco.

• Neither the Company nor any of the Shareholders shall take any actions that would cause (i) the Closing Date Net Cash to be a negative dollar amount or (ii) the Closing Date Current Ratio to be less than 1.35 to 1.00.

• The Sellers' Representatives shall cooperate with Purchaser and its representatives in the preparation of the Closing Date Balance Sheet and in the calculation of the Closing Date Working Capital and the Closing Date Net Cash Amount.

More Definitions of Closing Date Net Cash

Closing Date Net Cash means either (i) the Net Cash as set forth on Parent’s Closing Date Net Cash Statement if not contested by the Stockholders’ Representative or (ii) if Parent’s Closing Date Net Cash Statement is contested by the Stockholders’ Representative, the Net Cash as set forth on the Price Adjustment Accountant’s Closing Date Net Cash Statement.

Closing Date Net Cash shall have the meaning as set forth in Section 1.3(e)(i)(3).

Closing Date Net Cash shall have the meaning as set forth below and shall be calculated on the basis of the Purchase Price Determination Statements (as defined below) for the period ending on the Closing Date.

Closing Date Net Cash means the amount denominating in Euro equaling the sum of

Closing Date Net Cash means the aggregate of all general ledger balances standing to xxxxx cash and bank accounts (credit and overdraft) at the Closing Date of TDI as determined and validated by the Buyer’s auditors.