Examples of Closing Net Cash in a sentence
Upon the final determination, pursuant to Section 1.3(b) above, of the Final Closing Statement, the Purchase Price shall be recalculated using the Closing Net Working Capital (giving effect to the Net Working Capital Collar Amount), the Closing Net Cash Amount, the Closing Indebtedness and the Transaction Expenses, each as set forth on the Final Closing Statement (the “Final Adjustment”).
When the Buyer delivers the Final Closing Statement, the Buyer shall also deliver to the Sellers’ Representative a certificate (i) certifying that the Final Closing Statement was prepared based on the records of the Companies and other information then available and in accordance with this Agreement and (ii) containing the Buyer’s good faith estimate (the “ Buyer’s Proposed Calculations”) of the Closing Net Working Capital, the Closing Net Cash Amount, the Closing Indebtedness and the Transaction Expenses.
No matter shall be the subject of a claim by an Indemnified Party for any Loss to the extent that the amount of such Loss has been fully and accurately reflected in the Final Closing Working Capital or the Company Indebtedness included in the calculation of Final Closing Net Cash.
Closing Net Working Capital, Closing Net Cash Amount and Closing Indebtedness shall be calculated in accordance with the Applicable Accounting Principles.
Within ninety (90) days after the Closing Date, the Buyer shall prepare and deliver to the Sellers’ Representative a statement setting forth (in reasonable detail) a good faith estimate of (i) the Closing Net Working Capital, (ii) the Closing Net Cash Amount, (iii) the Closing Indebtedness, and (iv) the Transaction Expenses (the “ Final Closing Statement”).