Estimated Net Cash definition

Estimated Net Cash means such amount in US dollars as is notified in writing by the Sellers to the Buyer no later than 10 Business Days prior to the Completion Date that is the good faith estimate by the Sellers of the Net Cash as at the Effective Time;

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Estimated Net Cash has the meaning set forth in Section 3.3(a).

Estimated Net Cash shall have the meaning set forth in Section 2.6.

Examples of Estimated Net Cash in a sentence

The Parent and its Representatives shall be entitled to comment on the Estimated net Cash Statement and the Company will make any comments or suggested modifications to the Estimated Net Cash Statement suggested by the Parent or its Representatives.
The Company and SpinCo shall provide Parent and its Representatives with reasonable access to such books and records as may be reasonably requested by Parent to review and verify the information contained in the Estimated Net Cash Statement.
Notwithstanding any input Parent may have with respect to the amounts reflected in such Estimated Net Cash Statement, no position, comment or agreement made or taken by Parent with respect thereto shall preclude or prevent or otherwise limit Parent from taking any other position or making any other argument or pursuing any right or remedy with respect to the Closing Net Cash Statement or any other representation, warranty, covenant, agreement or obligation set forth herein.
The Estimated Net Cash Statement and the components thereof will be prepared from the Company’s and SpinCo’s books and records and calculated in accordance with the terms of this Agreement.
The amount of cash to be paid at the Closing (the “Estimated Cash Consideration Adjustment Amount”) shall be equal to the Cash Consideration minus (A) the Estimated Closing Date Working Capital Shortfall, if any, plus (B) the Estimated Closing Date Working Capital Excess, if any, and plus (C) the Estimated Net Cash.

More Definitions of Estimated Net Cash

Estimated Net Cash means the estimated Net Cash as reflected in the Estimated Closing Certificate and on the Estimated Closing Balance Sheet.

Estimated Net Cash means Seller Parent’s good faith estimate of the Net Cash as of 12:01 a.m. (New York time) on the Closing Date as set forth on the Estimated Closing Statement.

Estimated Net Cash is defined in Section 2.5(a).

Estimated Net Cash has the meaning set forth in Section 2.3(a)(ii); provided that in no event shall Estimated Net Cash exceed $500,000.

Estimated Net Cash. The estimated Net Cash Amount of the Companies as of the Measurement Time, as set forth on the Initial Closing Statement delivered in accordance with Section 1.2(a); provided, however, that Estimated Net Cash 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.

Estimated Net Cash has the meaning set forth in the “Estimated Closing Statement” definition.

Estimated Net Cash has the meaning set forth in Section 1.11(b).