Closing Net Cash Amount definition

Closing Net Cash Amount means the amount by which (i) the sum of (A) the Closing Cash Amount and (B) the aggregate principal amount of the Company Promissory Notes exceeds (ii) the sum of (1) the Closing Indebtedness Amount, if any, and (2) the amount of the Expense Fund.

Closing Net Cash Amount means (A) the Closing Cash Amount minus (B) the Closing Indebtedness, as set forth in the Closing Financial Certificate.

Closing Net Cash Amount means the Net Cash Amount as of the Close of Business on the day immediately preceding the Closing Date.

Examples of Closing Net Cash Amount in a sentence

• If the Closing Net Cash Amount is less than zero, the Initial Payment will be reduced by an amount equal to the Closing Net Cash Amount.

• If the Closing Net Cash Amount is greater than zero, the Initial Payment will be increased by an amount equal to the Closing Net Cash Amount.

• Has the experience, skill and ability to achieve and maintain high standards of performance in the job and achieve agreed objectives and targets.

• Any Notice of Disagreement shall specify in reasonable detail (i) the nature and amount of any disagreement so asserted, (ii) the Representative’s calculation of the Closing Net Working Capital, (iii) the Representative’s calculation of the Closing Net Cash Amount, (iv) the Representative’s calculation of the amount of the Company Transaction Expenses, (v) the Representative’s calculation of the amount of the Closing Company Indebtedness and (vi) the Representative’s calculation of the Adjustment Amount.

• The Independent Accountant shall determine within 30 days after it has accepted such referral, on the basis of the standards set forth in this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the items reflected on the Closing Balance Sheet, Audited Statement of Net Asset Value, Closing Net Asset Value Statement and/or Closing Net Cash Amount Statement require adjustment.

• With respect to each item of Intellectual Property required to be identified on Section 3.8(c) of the Corautus Disclosure Schedule, the consequence of any breach or default of such license, sublicense, agreement or permission based upon an event that has occurred is limited to termination of such license, sublicense, agreement, or permission and liabilities that are taken into account in the calculation of the Closing Net Cash Amount.

• Elan and its authorized Representatives shall have access upon reasonable notice during normal business hours to all relevant books and records and employees of New Alkermes and the New Alkermes Group Entities to the extent required to complete their review of the calculations of Closing Modified Working Capital and Closing Net Cash Amount; provided, that such access shall not unreasonably disrupt the personnel and operations of New Alkermes or any of its Subsidiaries.

• The determination of the amount of Net Cash as of a particular date set and (an “Accountant Resolved Net Cash Determination Date”) made by the Accounting Firm shall be deemed to have been finally determined for purposes of this Agreement and to represent the Closing Net Cash Amount for purposes of calculating the values pursuant to Sections 1.7 and 8.7 hereto, so long as Closing occurs within five Business Days after the applicable Accountant Resolved Net Cash Determination Date.

• Closing Net Working Capital, Closing Net Cash Amount and Closing Indebtedness shall be calculated in accordance with the Applicable Accounting Principles.

• If the Closing Net Cash Amount is higher than the Estimated Closing Net Cash Amount, the Acquiring Party shall pay to the Sellers a sum equal to the difference between these two amounts.

More Definitions of Closing Net Cash Amount

Closing Net Cash Amount. As of the close of business on the Closing Date, (a) the aggregate amount of the Company’s and its Subsidiaries’ cash and cash equivalents on hand or in bank accounts as of such date (and including deposits in transit and checks issued in favor of, and received by, the Company and each of its Subsidiaries as of such date, but not yet deposited as of such date) minus (b) the aggregate amount of outstanding and unpaid checks issued by the Company and each of its Subsidiaries as of such date, in each case determined in accordance with GAAP.

Closing Net Cash Amount. The Net Cash Amount of the Companies as of the Measurement Time; provided, however, that the Closing Net Cash Amount shall exclude (i) any amounts used to pay any Transaction Expenses between the Measurement Time and the Closing, (ii) any distribution made by the Companies to any Equity Seller at or after the Measurement Time and prior to the Closing, and (iii) any other distribution or payment made by the Companies at or after the Measurement Time and prior to the Closing.

Closing Net Cash Amount. The final Net Cash Amount determined as of the Measurement Time; provided, however, that the Closing Net Cash Amount shall exclude (i) any amounts used to pay any Transaction Expenses between the Measurement Time and the Closing, (ii) any distribution made to any Seller at or after the Measurement Time and prior to the Closing and (iii) any other distribution or payment made at or after the Measurement Time and prior to the Closing .

Closing Net Cash Amount means the amount of Corautus Net Cash immediately prior to the Effective Time as determined in accordance with Section 1.7(c).

Closing Net Cash Amount means the difference between (a) the Cash and Cash Equivalents of the Company as of the Effective Time, minus (b) the sum of (i) the Indebtedness of the Company as of the Effective Time, determined in accordance with GAAP, plus (ii) the amount (if any) paid to the Company by the Parent for the Parent Polyethylene Insert Inventory pursuant to the Letter Agreement and any other amounts paid or advanced to the Company by the Parent or any of its Affiliates (if any) during the period from the date of this Agreement through the Effective Time.

Closing Net Cash Amount shall have the meaning set forth in Section 1.7(b).