Final Closing Net Cash definition

Final Closing Net Cash will be the calculation of the Closing Net Cash contained in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.4(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon by the Seller and Purchaser.
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Final Closing Net Cash will be the calculation of the Closing Net Cash contained in (i) the Closing Net Cash Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not dispute any items relating to the Closing Net Cash Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement 24 of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon in writing by the Seller and Purchaser.
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Final Closing Net Cash shall have the meaning set forth in Section 2.6(c)(iii).
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Examples of Final Closing Net Cash in a sentence

  • No matter shall be the subject of a claim by an Indemnified Party for any Loss to the extent that the amount of such Loss has been fully and accurately reflected in the Final Closing Working Capital or the Company Indebtedness included in the calculation of Final Closing Net Cash.

  • If the Final Closing Net Cash is greater than the Estimated Closing Net Cash, then the Purchaser will pay to the Seller the absolute value of such difference in accordance with Section 2.4(h).

  • Prior to the end of such 60 day period, Seller may accept the Net Working Capital and Net Cash Calculation by delivering written notice to that effect to Purchaser, in which case the Net Working Capital and Net Cash Calculation shall be deemed the Final Closing Net Working Capital and the Final Closing Net Cash for all purposes hereunder when such notice is given.

  • I used an interview guide which consisted of 15 questions that was given to the informant, and the interview flowed based on the questions.

  • If the Final Closing Net Cash is less than the Estimated Closing Net Cash, then the Seller will pay to the Purchaser the absolute value of such difference in cash in accordance with Section 2.4(h).

  • Such payments will be made within five Business Days following the final determination of the Final Closing Net Working Capital and Final Closing Net Cash in accordance with this Section 2.5. Any amounts payable by Seller or Purchaser pursuant to this Section 2.5(d) shall be offset and reduced by the amount payable to Seller or Purchaser, as applicable, by the other Party pursuant to this Section 2.5(d).

  • If the Final Closing Net Cash as finally determined pursuant to this Section 2.5 is greater than $0, then Purchaser shall pay to Seller the amount of such difference in cash.

  • If the Final Closing Net Cash as finally determined pursuant to this Section 2.5 is less than $0, then Seller shall pay to Purchaser the amount of such difference in cash.

  • If Seller does not deliver a Dispute Notice to Purchaser within 60 days after receipt of the Net Working Capital and Net Cash Calculation, the Net Working Capital and Net Cash Calculation shall be deemed the Final Closing Net Working Capital and Final Closing Net Cash for all purposes hereunder.


More Definitions of Final Closing Net Cash

Final Closing Net Cash. Section 3.2(f)(i)
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Final Closing Net Cash shall be equal to the Closing Net Cash in the statement delivered by Parent pursuant to Section 5.2(a) in the event there is no timely Stockholders’ Agent’s Objection and shall be equal to the Net Cash as agreed to by Parent and the Stockholders’ Agent or as determined by Independent Accountant in the event of a timely Stockholders’ Agent’s Objection.
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Related to Final Closing Net Cash

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

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Final Closing means the last closing under the Private Placement;

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

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

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

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • 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.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

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

  • Second Closing Date means the date of the Second Closing.

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

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities pursuant to 35 Ill. Adm. Code 724 and 725 are no longer conducted at the facility unless subject to the provisions of 35 Ill. Adm. Code 722.134.

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).