Final Net Cash definition

Final Net Cash means the amount of Closing Net Cash, recalculated by Parent in accordance with Section 2.01(c) of the Merger Agreement not later than the date that is 180 days following the Merger Closing Date.

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Final Net Cash means the Net Cash as of the Closing, as reflected in the Closing Certificate and on the Closing Balance Sheet prepared in accordance with Sections 2.8(d) and 2.8(e).

Final Net Cash has the meaning set forth in Section 2.4(b).

Examples of Final Net Cash in a sentence

Parent shall make available to the Representative, as reasonably requested by the Representative, the work papers and back-up materials used or any other relevant information useful in preparing the Final Net Cash Schedule, including close-out memos or other forms of written affirmation from vendors that either no more money is due or an amount of money is due that is reflected on the Final Net Cash Schedule.
If reasonably requested by the Representative, reasonable access to Parent’s and the Surviving Corporation’s accountants and counsel at reasonable times and upon reasonable notice will be provided by Parent in order to permit the Representative to review the Final Net Cash Calculation.
Parent and the Representative shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Final Net Cash Schedule and the Dispute Notice, and Parent and the Representative shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within three (3) Business Days of accepting its selection.
The fees and expenses of the Accounting Firm shall be allocated between Parent and the Representative in the same proportion that the disputed amount of the Final Net Cash that was unsuccessfully disputed by such party (as finally determined by the Accounting Firm) bears to the total disputed amount of the Final Net Cash amount.
The determination of the amount of Final Net Cash made by the Accounting Firm shall be made in writing delivered to each of Parent and the Representative, shall be final and binding on Parent and the Representative and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement and to represent the Final Net Cash at the Final Net Cash Determination Time for purposes of this Agreement.

More Definitions of Final Net Cash

Final Net Cash is defined in Section 2.5(g).

Final Net Cash means (1) if no notice of Disputed Items with respect to the Net Cash is delivered by Seller Parent to Purchaser within the Review Period, the Net Cash as shown in the Proposed Closing Statement as prepared by Purchaser, or (2) if such a notice of Disputed Items with respect to the Net Cash is delivered by Seller Parent, either (x) the Net Cash as agreed to in writing by Seller Parent and Purchaser, or (y) the Net Cash as shown in the Independent Accountant’s calculation delivered pursuant to this Section 2.10(d). Seller Parent and Purchaser acknowledge that they have discussed their past contacts, if any, with the Independent Accountant, and that neither Party shall have the right to object to the Independent Accountant’s service in such role by reason of disclosed past contacts and conflicts of interest. If, before the Independent Accountant renders its determination with respect to the Disputed Items in accordance with this Section 2.10(d), (I) Seller Parent notifies Purchaser of its agreement with any items in the Proposed Closing Statement or (II) Purchaser notifies Seller Parent of its agreement with any Disputed Items, then in each case such items as so agreed will be conclusive and binding on the Parties immediately upon such notice.

Final Net Cash means the Company Net Cash as finally determined pursuant to Section 1.6(b), Section 1.6(d) and/or Section 1.6(e), as the case may be.

Final Net Cash means the Closing Working Capital and Closing Net Cash, in each case, as set forth in the Final Closing Statement.

Final Net Cash means the Net Cash as of the Closing Date in accordance with Sections 2.14(a) and 2.14(b). “Final Revenue Report” has the meaning set forth in Section 2.12(c)(iii)

Final Net Cash means the amount of Net Cash of all the Company and the Company’s Subsidiaries (on a consolidated basis), to be calculated as of the last day of the month immediately prior to the Relevant Date, using the Net Cash Calculation Methodology.

Final Net Cash. Debt Amount” 2.05(d)(i) “Final Reference Statement” 2.05(d)