Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.
Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).
Retained Excess Cash Flow Amount means, at any date of determination, an amount, determined on a cumulative basis, that is equal to the aggregate cumulative sum of the Excess Cash Flow that is not required to be applied as a mandatory prepayment under Section 2.11(b)(i) for all Excess Cash Flow Periods ending after the Closing Date and prior to such date; provided that such amount shall not be less than zero for any Excess Cash Flow Period.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).
Working Capital Escrow Amount means $1,000,000.
Final Closing Working Capital has the meaning set forth in Section 2.5(d).
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Closing Indebtedness Amount means, as of immediately prior to the Effective Time, the aggregate amount of Indebtedness of the Company, including all accrued and unpaid interest, prepayment penalties or fees, and other unpaid fees and expenses payable in respect of such Indebtedness through the Effective Time.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).