Estimated Transferred Cash definition

Estimated Transferred Cash has the meaning set forth in Section 2.06. “Excluded Assets” has the meaning set forth in Section 2.02.
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Estimated Transferred Cash has the meaning set forth in Section 1.7.
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Estimated Transferred Cash means an estimate of Transferred Cash as set forth on the Preliminary Adjustment Statement.
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Examples of Estimated Transferred Cash in a sentence

  • With the exception of any portion of the Transferred Cash that Seller delivers to Buyer on the Closing Date, the Purchase Price shall be paid net of Estimated Transferred Cash in lieu of any obligation of Seller to deliver Transferred Cash on the Closing Date.

  • The terms and conditions of the Plan shall be governed by and construed in accordance with the Applicable Laws including the Foreign Exchange Laws mentioned below.

  • Following the final determination of Actual Transferred Cash, (i) if the Estimated Transferred Cash exceeds the Actual Transferred Cash, Sellers shall refund such excess amount to Purchaser in cash, and (ii) if the Estimated Transferred Cash is less than the Actual Transferred Cash, Purchasers shall pay such shortfall amount to Sellers in cash, in each case, within three (3) Business Days by wire transfer of immediately available funds to an account indicated by the applicable party.

  • Prior to the Closing, Sellers and Purchaser shall cooperate in good faith to resolve any disputes as to such amount of the Estimated Transferred Cash.

  • At the Closing, the Cash Consideration shall be increased by the amount of any Estimated Transferred Cash.

  • The “ Final Adjustment Amount” shall mean an amount equal to (i) the Final Transferred Working Capital (as determined above) less the Estimated Transferred Working Capital, minus (ii) the Final Transferred Indebtedness (as determined above) less the Estimated Transferred Indebtedness, plus(iii) the Final Transferred Cash (as determined above) less the Estimated Transferred Cash.

Related to Estimated Transferred Cash

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Earn-Out Consideration is defined in Section 2.5(c).

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

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Defined Contribution Fraction means a fraction the numerator of which is the sum of the Annual Additions to the Participant's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation years (including the Annual Additions attributable to the Participant's nondeductible voluntary contributions to this and all the defined benefit plans (whether or not terminated) maintained by the Employer and the Annual Additions attributable to all welfare benefit funds, as defined in section 419(e) of the Code or individual medical accounts, as defined in section 415(1)(2) of the Code, or a simplified employee pension, as defined in section 408(k) of the Code, maintained by the Employer), and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of Service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation determined under Sections 415(b) and (d) of the Code in effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's Compensation for such year. If the Employee was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed one (1.0) times under the terms of this Plan. Under the adjustment, an amount equal to the product of (a) the excess of the sum of the fractions over 1.0 times (b) the denominator of this fraction will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and condition of the Plans made after May 5, 1986, but using the limitation of section 415 of the Code applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Additions for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Closing Average Share Value means the average, over the trading days in the Closing Average Period, of the closing price of the company’s stock multiplied by the Accumulated Shares for each trading day during the Closing Average Period.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Member's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Member's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, individual medical accounts, and simplified employee pensions, maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of (i) 125 percent of the dollar limitation under Code Section 415(c)(1)(A) after adjustment under Code Section 415(d) or (ii) 35 percent of the Member's Compensation for such year. If the Employee was a member as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Plan Fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (i) the excess of the sum of the fractions over 1.0 times (ii) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plan made after May 5, 1986, but using the Code Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Addition for any Limitation Year beginning before January 1, 1987, shall not be recomputed to treat all employee contributions as Annual Additions.