Examples of Final Company Cash in a sentence
The Adjustment Items as finally determined pursuant to this Section 2.7(b), are referred to herein as the "Final Company Cash and Cash Equivalents," "Final Tax Benefit Amount," "Final Company Working Capital," "Final Company Fees and Expenses," "Final Indebtedness for Borrowed Money" and "Final Income Taxes," respectively.
If the Estimated Company Cash exceeds the Final Company Cash, then the Purchase Price will be decreased on a dollar-for-dollar basis by an amount equal to the entire amount of such difference.
The fees, costs, and expenses of the Reviewing Accountant will be borne entirely by the party whose assertions regarding the Final Working Capital, Final Company Cash, and Final Company Indebtedness differ in the aggregate by the greatest amount from the Final Working Capital, Final Company Cash, and Final Company Indebtedness, in the aggregate, as determined by the Reviewing Accountant.
The determination of Final Company Cash, Final Transaction Costs, Final Company Indebtedness and Final Working Capital will be based solely on facts and circumstances as they are known to exist prior to the Effective Time and will exclude the effect of any fact, event, change, circumstance, act or decision occurring at or after the Effective Time.
Prior to the Closing Date, Holdings shall cause (a) all Company Cash located in the United States in excess of $1,000,000 and (b) all Company Cash located in Mexico in excess of $500,000 to be dividended to the Sellers or used to pay down any Indebtedness; provided, however, that a breach hereof will not affect the determination of the Final Company Cash and will not be subject to indemnity pursuant to Article X.