Estimated Cash Balances definition

Estimated Cash Balances means Seller’s good faith best estimate of the aggregate of the Cash Balances as of the Effective Time, as set out in the Estimated Net Debt Statements;
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Estimated Cash Balances means the Sellers’ good faith estimate of the Cash Balances, to be notified by the Seller Representative to the Buyer pursuant to Clause 4.2;
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Estimated Cash Balances means the Company’s good faith estimate of the Closing Cash Balances, as provided by the Company to the Purchaser on the Estimated Adjustment Statement.
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Examples of Estimated Cash Balances in a sentence

  • The Purchase Price will be reduced at the Closing by the amount of Estimated Debt and will be increased or decreased, as the case may be, on a dollar-for-dollar basis to the extent the Estimated Tangible Net Book Value is greater or less than the Target Tangible Net Book Value; provided, however, an increase in the Closing Payment attributable to Estimated Tangible Net Book Value exceeding Target Tangible Net Book Value shall not exceed the amount of the Estimated Cash Balances.

  • The Company has delivered to the Purchaser a statement setting forth a good faith calculation of the Estimated Unpaid Transaction Expenses, the Estimated Working Capital, the Estimated Cash Balances, the Estimated Indebtedness and the Estimated Change of Control Payments (the “Estimated Adjustment Statement”).

  • For purposes of calculating the Closing Payment, included with the Estimated Balance Sheet will be calculations of the Estimated Tangible Net Book Value, Estimated Cash Balances and Estimated Debt.

  • The Estimated Cash Balances as of the Closing Date, as certified in writing by the Company's Chief Financial Officer to the Buyer pursuant to Section 2.3(c)(i)(C), shall be at least $2,500,000.


More Definitions of Estimated Cash Balances

Estimated Cash Balances means the Cash Balances reflected on the Estimated Balance Sheet.
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Estimated Cash Balances means £831,600.60;
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Estimated Cash Balances means the estimate of what the Cash Balances will be at Completion as shown in the Estimated Completion Statement.
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Estimated Cash Balances means, in relation to each relevant Group Company, Seller's reasonable estimate of the aggregate of the Cash Balances of said Group Company, as set out in the Estimated Net Debt Statement;
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Estimated Cash Balances means £831,600.60; "Estimated Indebtedness" means £399,363.00;
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Related to Estimated Cash Balances

  • Estimated Cash has the meaning set forth in Section 2.4(a).

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by, or credited to, the account of the Borrower and its Subsidiaries (including non-wholly owned Subsidiaries and Permitted J/Vs).

  • Minimum Cash Balance means a cash balance to be held by the Debtors on the Effective Date in an amount equal to $75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Effective Date.

  • Cash Balances means cash in hand or credited to any account with a financial institution and securities which are readily convertible into cash;

  • Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Consolidated Cash Taxes means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Consolidated Cash Interest Expense means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Adjusted Cash Flow for any fiscal year shall mean Consolidated Net Income of the Borrower for such fiscal year (after provision for taxes) plus the amount of all net non-cash charges (including, without limitation, depreciation, deferred tax expense, non-cash interest expense, amortization and other non-cash charges) that were deducted in arriving at such Consolidated Net Income for such fiscal year, minus the amount of all non-cash gains and gains from sales of assets (other than sales of inventory and equipment in the normal course of business) that were added in arriving at such Consolidated Net Income for such fiscal year.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Annualized Operating Cash Flow means, for any period of three complete consecutive calendar months, an amount equal to Operating Cash Flow for such period multiplied by four.

  • Net Monthly Excess Cash Flow For any Distribution Date the amount remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving effect to distributions pursuant to such subsection).

  • Consolidated Cash Flow means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

  • total earnings means all of the dentist's gross earnings from the practice of dentistry by him in person, and "NHS earnings" means the dentist's gross earnings from the provision by him in person of general dental services under the National Health Service (Scotland) Act 1978, as amended, including where the dentist's name is included in sub-part A of the first part, or Part A prior to 2 July 2010, of two or more dental lists in Scotland, but neither his total earnings nor his NHS earnings shall be taken to include any remuneration by way of salary;

  • Net Cash means, without duplication and in any event as of the Net Cash Determination Time and, as applicable, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Check-Cap’s audited financial statements and unaudited interim balance sheet, the sum of (i) Check-Cap’s unrestricted cash and cash equivalents (excluding marketable securities, other than marketable securities acquired in accordance with Keystone’s written consent, which shall not be unreasonably withheld, but including, for the avoidance of doubt, unrestricted cash deposits and interest accrued thereon), plus (ii) restricted cash items set forth in Section 1.1 of the Check-Cap Disclosure Schedule minus (iii) current and long-term liabilities payable in cash (excluding non-cash liabilities) accrued at Closing pursuant to GAAP, minus (iv) all of Check-Cap’s unpaid Transaction Costs, minus (iv) the cost of redemption of all Check-Cap Warrants (including for the avoidance of doubt, the Check-Cap Registered Direct Warrants and Check-Cap Placement Agent Warrants) that have redemption rights according to their terms, and are outstanding as of immediately prior to the Israeli Merger Effective Time (assuming the full redemption thereof), plus (v) all prepaid Check-Cap expenses listed on Section 1.1 of the Check-Cap Disclosure Schedule, plus (vi) the amount of any expenses paid or liabilities incurred by Check-Cap during the Interim Period that the insurer under Check-Cap’s D&O insurance policy listed on Section 1.1 of the Check-Cap Disclosure Schedule has unconditionally and irrevocably agreed in writing to pay and are in excess of the deductible under such policy, plus (vii) the amount of any Check-Cap Legacy Transaction Eligible Proceeds (disregarding, for purposes of this definition, the proviso in the definition of “Check-Cap Legacy Transaction Eligible Proceeds”) to be received by Check-Cap for any Check-Cap Legacy Transaction at or prior to the Closing Date, or to which Check-Cap is contractually entitled as of the Closing Date to receive within ninety (90) days following the Closing Date (subject to no conditions other than the passage of time).

  • Cash on Hand means, as of the Closing, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Consolidated Cash Interest Charges means, for any Measurement Period, all Consolidated Interest Charges paid or payable in cash by Holdings and its Subsidiaries on a consolidated basis.

  • Actual Cash Value means purchase price less depreciation.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Adjusted Revenue means revenue less Digital Platform Fulfilment Revenue.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):