Examples of Estimated Cash and Cash Equivalents in a sentence
Parent has prepared in good faith and delivered to Purchaser a statement (the “Estimated Statement”) setting forth the (A) the Estimated Cash and Cash Equivalents, (B) the Estimated Closing Indebtedness, (C) the Estimated Net Working Capital Amount, and (D) the Estimated Net Working Capital Deficit, if any, or the Estimated Net Working Capital Surplus, if any.
On the Closing Date and subject to the terms and conditions set forth in this Agreement, the Buyer will pay to Xxxxxx and Xxxxxx UK, in consideration of the sale, assignment and transfer of the Shares, the aggregate sum of $1,157,500,000 in cash (in U.S. dollars) plus all Estimated Cash and Cash Equivalents minus all Estimated Debt Obligations (as adjusted pursuant to SECTION 2.3, the "PRELIMINARY PURCHASE PRICE").
If the Closing Cash as finally determined pursuant to this Section 1.7 is less than the Estimated Cash and Cash Equivalents, Buyer shall be entitled to receive such shortfall in accordance with Section 1.7(d).
In accordance with Section 1.03, Seller shall deliver to Buyer the Estimated Closing Balance Sheet and a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness, the Estimated Transaction Expenses and the Estimated Cash and Cash Equivalents, together with reasonable supporting calculations and supporting documentation therefor.
If the Closing Cash as finally determined pursuant to this Section 1.7 is greater than the Estimated Cash and Cash Equivalents, Buyer shall, or shall cause the Company to, pay to the Member such excess in accordance with Section 1.7(d).