Estimated Closing Cash Amount definition

Estimated Closing Cash Amount has the meaning set forth in Section 2.2(a).

Estimated Closing Cash Amount has the meaning set forth in Section 1.3(c).

Estimated Closing Cash Amount shall have the meaning set forth in Section 2.4.

Examples of Estimated Closing Cash Amount in a sentence

• In the event that Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement is less than Estimated Closing Cash Amount, Seller shall pay Buyer an amount equal to the difference between the Closing Date Cash and the Estimated Closing Cash Amount.

• The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

• Prior to the Closing Date, HealthStream shall notify the Company of any objections to the Estimated Closing Date Balance Sheet, the Estimated Net Working Capital Amount and/or the Estimated Closing Cash Amount.

• If the Final Closing Liability Amount is greater than the Estimated Closing Liability Amount (such excess, the “Liability Excess Amount”) or the Final Closing Cash Amount is less than the Estimated Closing Cash Amount (such shortfall, “Cash Shortfall Amount”), then 35 the Purchaser shall be entitled to receive, pursuant to Section 4.3(f), an aggregate amount equal to the sum of (1) the Liability Excess Amount, if any, plus (2) the Cash Shortfall Amount, if any (the “Negative Adjustment Amount”).

• For purposes of this Agreement, the “Post-Closing Difference” shall mean (i) the Net Working Capital, as reflected on the Final Closing Statement, minus the Working Capital Target, plus (ii) the Closing Cash Amount, as reflected on the Final Closing Statement, minus the Estimated Closing Cash Amount, minus (iii) the amount of the Business Indebtedness reflected on the Final Closing Statement, minus the Estimated Business Indebtedness Amount.

More Definitions of Estimated Closing Cash Amount

Estimated Closing Cash Amount has the meaning set forth in Section 1.5(a).

Estimated Closing Cash Amount means an estimate of the Closing Cash Amount as estimated in good faith by Seller and delivered in accordance Section 1.2.

Estimated Closing Cash Amount means the aggregate amount estimated by the Seller of the bank balances, cash, cash on deposit, short-term securities and investment accounts, including amounts for which cheques have been received by the relevant member of the EPCI HK Group and the EPCI Singapore Group or deposited in the bank accounts of the relevant member of the EPCI HK Group and the EPCI Singapore Group which cheques have not cleared the drawer’s bank accounts, of each member of the EPCI HK Group and the EPCI Singapore Group as at the close of business on the day immediately before the Completion Date provided that there shall be deducted from such aggregate amount amounts for which cheques have been written by the relevant member of the EPCI HK Group and the EPCI Singapore Group, which cheques have not cleared the bank account as of Completion;

Estimated Closing Cash Amount means the Closing Cash Amount as set forth on the Estimated Closing Balance Sheet.

Estimated Closing Cash Amount means the Seller's reasonable estimation as of the Estimation Date of the Final Closing Cash Amount. The Estimated Closing Cash Amount shall be expressed in Sterling;

Estimated Closing Cash Amount means Seller’s good faith estimate of the Closing Cash Amount, based on the books and records of the Conveyed Entities.

Estimated Closing Cash Amount means an amount equal to $1,880,000, less the Estimated Closing Indebtedness, less the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (if applicable), plus the amount by which the Estimated Closing Net Working Capital exceeds Target Net Working Capital (if applicable). “Estimated Closing Indebtedness” means Sellers’ good faith estimate and calculation of Closing Indebtedness and each component thereof. 102596957.7 0059466-00008 4