Final Closing Cash definition

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

Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.8, Section 2.9 and Section 2.10.

Final Closing Cash means the aggregate amount of Closing Cash set forth in the Final Closing Statement.

Examples of Final Closing Cash in a sentence

• At each Closing, the Sellers will provide the Buyer with certain credits against the Initial Closing Cash Payment, the applicable Interim Closing Cash Payment or the Final Closing Cash Payment, as the case may be, relating to certain Transferred Assets or the Business as described in Section 5.18(b) of the Disclosure Schedule or as may be mutually agreed to by the Buyer and the Sellers in writing after the date hereof but prior to the applicable Closing.

• The aggregate amount of consideration to be paid by Buyer to Seller or its designee(s) for the sale of the Interest (the “Purchase Price”), subject to the terms of this Agreement, shall consist of an amount in cash equal to the sum of (a) $300,000,000 (the “Base Purchase Price”), minus (b) the Final Closing Debt Amount, minus (c) the Final Negative Working Capital Adjustment (if any), plus (d) the Final Positive Working Capital Adjustment (if any), and plus (e) the Final Closing Cash.

• All fees and expenses of the Neutral Accountant shall be borne by the party whose estimate of the Purchase Price as submitted to the Neutral Accountant is farthest from the Final Closing Cash Purchase Price as finally determined by the Neutral Accountant.

• If Shareholders’ Representative fails to deliver the Objections Statement before the expiration of the Review Period, the Final Closing Net Working Capital Statement and the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Company Expenses stated therein shall be conclusive and binding upon the Parties.

• For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount.

More Definitions of Final Closing Cash

Final Closing Cash has the meaning set forth in Section 2.03(b)(i).

Final Closing Cash has the meaning given to such term in Section 2.5(b).

Final Closing Cash means Closing Cash (i) as shown in Parent’s calculation set forth in the Cash Closing Statement delivered pursuant to Section 3.7(c) if no Dispute Notice with respect thereto is duly delivered pursuant to Section 3.7(d); or (ii) if a Dispute Notice is delivered, (A) as agreed by the Stockholder Representative and Parent pursuant to Section 3.7(e) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.7(e).

Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

Final Closing Cash is defined in Section 2.4.

Final Closing Cash has the meaning set forth in ‎Section 2.4(e)(i).

Final Closing Cash means the calculation of Closing Cash that becomes final and binding on the Parties pursuant to Section 3.2.