Preliminary Cash Amount definition

Preliminary Cash Amount has the meaning set forth in Section 2.11(a).
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Preliminary Cash Amount shall have the meaning set forth in Section 2.3(c)(ii).
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Preliminary Cash Amount has the meaning assigned to such term in Section 2.03(a)(ii).
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Examples of Preliminary Cash Amount in a sentence

  • The Neutral Accountant shall review only those matters specified in the Unresolved Objections and shall make no changes to the Preliminary Cash Amount calculation except as are required to resolve the Unresolved Objections.

  • The Parties agree that the procedure set forth in this Section 2.11(a) for resolving disputes with respect to the Preliminary Cash Amount calculation shall (notwithstanding anything to the contrary contained in this Agreement) be the sole and exclusive method for resolving any such disputes.

  • Any items in the Preliminary Cash Amount calculation that are not objected to in the Objection Notice shall be deemed to be final and binding on the Parties.

  • If neither Viamet nor SpinCo submits such Unresolved Objections to the Neutral Accountant within ten (10) days after the Objection Date, the Preliminary Cash Amount calculation prepared by Viamet shall be the final Cash Amount and shall, for purposes of this Agreement, be deemed to be final and binding on the Parties.

  • The Independent Accounting Firm shall be instructed to use commercially reasonable efforts to perform its services within thirty (30) days of submission of the Preliminary Closing Balance Sheet, the Preliminary Cash Amount, the Preliminary Net Working Capital, the Preliminary CapEx Amount and the Preliminary Debt Repayment Amount to it and, in any case, as promptly as practicable after such submission.

  • The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether the calculation of the Preliminary Closing Balance Sheet, the Preliminary Net Working Capital, the Preliminary Debt Amount and the Preliminary Cash Amount was done in accordance with this Section 2.6, and whether there were mathematical errors in such calculation, and the Accounting Firm is not to make any other determination.

  • The Independent Accounting Firm shall be instructed to use reasonable best efforts to perform its services within thirty (30) days of submission of the Preliminary Closing Balance Sheet, the Preliminary Cash Amount and the Preliminary Net Working Capital to it and, in any case, as promptly as practicable after such submission.

  • If the Sellers’ Representative shall fail to deliver a Dispute Notice on or prior to the last day of the Dispute Period, the Sellers’ Representative (and the Sellers) shall be deemed to have approved and accepted the Preliminary Statement and the calculations and amount of the Preliminary Net Working Capital, the Preliminary Debt Amount and the Preliminary Cash Amount set forth therein.

  • If Buyer does not deliver a Disagreement Notice to Seller within such 30-day period, Buyer shall be deemed to have accepted the Closing Date Balance Sheet and each of the Preliminary Adjustments, whereupon the Preliminary Cash Amount shall become the “Final Cash Amount”, the Preliminary Indebtedness Amount shall become the “Final Indebtedness Amount” and the Preliminary Closing Date Working Capital shall become the “Closing Date Working Capital”.

Related to Preliminary Cash Amount

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

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

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

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Earnout Amount has the meaning provided in Section 2.9(b).

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • Consolidated Working Capital Adjustment means, for any period of determination on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Target Working Capital Amount means $75,000,000.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Debt Amount means all accrued and unpaid interest and any “make whole” payments or breakage fees (less any breakage benefits) which Project Co is obligated to pay to Lender pursuant to the Lending Agreements, together with the outstanding principal amount of debt funded under the Lending Agreements.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Target Net Working Capital Amount means $5,000,000.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

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

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.