Estimated Closing Net Cash definition

Estimated Closing Net Cash shall have the meaning set forth in Section 2.03.

Estimated Closing Net Cash means the Corporation’s good faith estimate of the Closing Net Cash, as set out in the certificate to be delivered pursuant to Section 3.2(2).

Estimated Closing Net Cash means Closing Net Cash, as estimated by the Company and delivered to Buyer prior to Closing.

Examples of Estimated Closing Net Cash in a sentence

• In consideration of and in exchange for the sale of Seller’s Membership Interest to Purchaser, at the Closing, Purchaser shall pay to Seller an aggregate sum of (a) eight hundred twenty-five million Dollars ($825,000,000) and (b) an amount equal to fifty percent (50%) of the Estimated Closing Net Cash (collectively, the “Initial Purchase Price”), subject to adjustment as set forth in Section 2.04.

• If the Estimated Closing Net Cash is greater than the Target Closing Net Cash (determined on a country-by-country basis in local currency, and then netted in US Dollars at the applicable Exchange Rates), the Purchase Price and, without duplication, the portion thereof payable at the Phase I Closing, will be increased dollar for dollar by the absolute value of the excess.

• If the Estimated Closing Net Cash is less than the Target Closing Net Cash (determined on a country-by-country basis in local currency, and then netted in US Dollars at the applicable Exchange Rates), the Purchase Price and, without duplication, the portion thereof payable at the Phase I Closing, will be decreased dollar for dollar by the absolute value of the deficiency.

• If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment.

• Seller and Purchaser shall in good faith work together in the seven (7) days prior to Closing to agree on the amount of the Estimated Closing Net Cash; provided, however, that in the absence of agreement by the parties with respect to the Estimated Closing Net Cash, the Closing shall occur in accordance with Article VI based on the Company’s good faith estimate of the Net Cash of the Company delivered to Seller and Purchaser in accordance with this Section 2.03.

• Upon the Statement becoming final and binding in accordance with Section 2.04(b), the Initial Purchase Price shall be increased by fifty percent (50%) of the amount by which the Closing Net Cash exceeds the Estimated Closing Net Cash or decreased 5 by fifty percent (50%) of the amount by which the Closing Net Cash is less than the Estimated Closing Net Cash.

• If the Estimated Closing Net Cash exceeds the Closing Net Cash, Seller shall pay to Purchaser fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment.

• If the Final Closing Net Cash is less than the Estimated Closing Net Cash, then the Seller will pay to the Purchaser the absolute value of such difference in cash in accordance with Section 2.7(h).

• For the fiscal year that ended on March 31, 2004, the Corporation reported total operating revenues of $119.7 million, including $93.8 million for event- related services, $21.8 million from hall rentals, and $4.1 million from other sources – primarily concession contracts and advertising.

• If the Final Closing Net Cash is greater than the Estimated Closing Net Cash, then the Purchaser will pay to the Seller the absolute value of such difference in accordance with Section 2.7(h).

More Definitions of Estimated Closing Net Cash

Estimated Closing Net Cash means the good faith estimate of Cash less Indebtedness of the Company as of the Closing Date prepared by the Company and delivered to Buyer at least five (5) Business Days prior to the Closing Date in accordance with Section 2.3(a)(i).