Final Closing Cash Amount shall have the meaning set forth in Section 2.3(b)(ii).
Final Closing Cash Amount has the meaning specified in Section 4.5(c).
Final Closing Cash Amount means the Closing Cash Amount as finally determined by the Purchaser and the Holder Representative pursuant to Section 4.3(b) or by the Purchaser and the Holder Representative or the Neutral Auditor pursuant to Section 4.3(c).
Examples of Final Closing Cash Amount in a sentence
The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.
The Buyer shall on or before the Adjustment Date prepare in good faith and deliver to the Sellers’ Representatives a balance sheet reflecting the Closing Net Working Capital (and the Final Closing Cash Amount), which balance sheet will be prepared in accordance with the procedures described in the definition of Net Working Capital herein and shall not take into account the transactions contemplated hereby.
The parties hereto acknowledge that the Purchase Price has been based, in part, on the Companies having the Target Net Working Capital and the Target Final Closing Cash Amount as of the Closing Date.
The forgoing is in addition to the Estimated Closing Cash Amount and/or Final Closing Cash Amount.
The terms of Section 2.09(f) shall apply mutatis mutandis, provided, that for such purpose, references therein to (i) Working Capital Statement shall mean Cash Statement and (ii) Final Working Capital shall mean Final Closing Cash Amount.
More Definitions of Final Closing Cash Amount
Final Closing Cash Amount means the amount equal to the Cash Balances reflected on the Closing Date Balance Sheet. The Final Closing Cash Amount shall be expressed in Sterling;
Final Closing Cash Amount means the dollar amount set forth on the line item “Cash” on the Final Closing Date Balance Sheet, as finally determined for purposes of this Agreement, including final resolution of any dispute raised by the Sellers’ Representatives in an Objection Notice.
Final Closing Cash Amount for purposes of this Agreement. The calculation of the Closing Indebtedness Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Indebtedness Amount” for purposes of this Agreement. The calculation of the Closing Transaction Expense Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Transaction Expense Amount” for purposes of this Agreement. The calculation of Net Working Capital, as finally determined pursuant to this Section 4.5, shall constitute the “Final Working Capital” for purposes of this Agreement. The calculation of the Closing Receivables Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Receivables Adjustment Amount” for purposes of this Agreement. The calculation of the Closing Bond Exchange and Assumption Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Bond Exchange and Assumption Amount” for purposes of this Agreement. The calculation of the Closing Performance Adjustment Amount, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Performance Adjustment Amount” for purposes of this Agreement. The calculation of the Closing Capex Deficiency, as finally determined pursuant to this Section 4.5, shall constitute the “Final Closing Capex Deficiency” for purposes of this Agreement. The date on which the Final Closing Cash Amount, the Final Closing Indebtedness Amount, the Final Closing Transaction Expense Amount, the Final Working Capital, the Final Closing Receivables Adjustment Amount the Final Closing Bond Exchange and Assumption Amount, the Final Closing Performance Adjustment Amount and the Final Closing Capex Deficiency are finally determined in accordance with this Section 4.5 is hereinafter referred to as the “Determination Date”.
Final Closing Cash Amount means (i) the Estimated Closing Cash Amount if Buyer does not timely deliver a Closing Statement to Seller, (ii) the amount shown in the Closing Statement, if Seller does not timely deliver a Notice of Objection to Buyer, or (iii) if a Notice of Objection is so delivered, (A) as agreed by Buyer and Seller pursuant to Section 2.4(d) or (B) in the absence of such agreement, as shown in the Independent Expert’s calculation delivered pursuant to Section 2.4(d). If the Final Closing Cash Amount is less than the Estimated Closing Cash Amount, Seller shall pay to Buyer, as an adjustment to the Purchase Price, an amount of cash equal to the difference between the Estimated Closing Cash Amount and the Final Closing Cash Amount. If the Final Closing Cash Amount is more than the Estimated Closing Cash Amount, Buyer shall pay to Seller, as an adjustment to the Purchase Price, an amount of cash equal to the difference between the Estimated Closing Cash Amount and the Final Closing Cash Amount. Any payment required under this section shall be made within three Business Days after the Final Closing Cash Amount has been finally determined and shall be made by wire transfer of immediately available funds to an account designated in writing by Buyer or Seller, as the case may be, at least one Business Day prior to such transfer.
Final Closing Cash Amount with respect to the final determination of the amount of any Cash Equivalents held by the Transferred Subsidiaries as of the Effective Time.
Final Closing Cash Amount means the Closing Cash as ultimately determined in accordance with this Section 2.06, in each case, whether ultimately determined (1) as a result of the failure of the Purchaser to deliver a Post-Closing Statement within the time period required by Section 2.06(a) (in which case the amounts set forth in the Pre-Closing Statement shall be final, binding and conclusive on the Parties for all purposes of this Agreement), (2) as a result of the failure of the Seller Representative to deliver an Objection Notice within the time period required by Section 2.06(b) (in which case the amounts set forth in the Post-Closing Statement shall be final, binding and conclusive on the Parties for all purposes of this Agreement), (3) by agreement of the Parties pursuant to Section 2.06(c) or (4) by the Accounting Referee pursuant to Section 2.06(c), or any combination of the foregoing, and such amounts as so determined shall be final, binding and conclusive on the Parties for all purposes of this Agreement.
Final Closing Cash Amount means the Proposed Closing Cash Amount as finally determined pursuant to Section 2.8(c) or (e), as the case may be; (iii) the “Final Closing Debt Amount” shall mean the Proposed Closing Debt Amount as finally determined pursuant to Section 2.8(c) or (e), as the case may be; and (iv) the “Final Post-Closing Adjustment” shall mean an amount equal to (A) (x) the Final Closing Net Working Capital minus (y) the Estimated Net Working Capital, plus (B) (x) the Final Closing Cash Amount minus (y) the Estimated Cash Amount, minus (C) the Final Closing Debt Amount minus the Estimated Debt Amount.