Preliminary Closing Cash definition

Preliminary Closing Cash has the meaning set forth in Section 2.2(e).

Examples of Preliminary Closing Cash in a sentence

• Any item set forth in the Preliminary Closing Balance Sheet, the Preliminary Closing Cash Earnings or the calculation of Preliminary Adjustment Amount and not specifically objected to by Seller within such sixty (60) day period shall be deemed (i) conclusive and binding on the parties in all respects and (ii) final and non-appealable for all purposes hereunder.

• The Purchase Price is to be adjusted by the amount by which the Closing Working Capital, Closing Indebtedness, and Closing Cash and Cash Equivalents is greater than, or is less than, as the case may be, the Preliminary Closing Working Capital, Preliminary Closing Indebtedness, and Preliminary Closing Cash and Cash Equivalents, respectively.

• No item shall be included or otherwise provided for in more than one of Preliminary Closing Cash, Preliminary Closing Indebtedness, Preliminary Unpaid Transaction Expense Amount, Preliminary Current Income Taxes or Preliminary Net Working Capital.

• The Preliminary Closing Cash Statement will be prepared from the books and records of the Acquired Companies and in accordance with GAAP, consistently applied.

• Based upon the Preliminary Statement, a preliminary determination of the Final Equity Consideration shall be made (the "Preliminary Equity Consideration"), which Preliminary Equity Consideration shall be an amount equal to the Enterprise Value (A) less Preliminary Closing Debt, (B) less Transaction Expenses, (C) less the Employee Bonuses, (D) plus Preliminary Closing Cash, (E) less the Escrow Amount and (F) plus or minus the Estimated Working Capital Allowance as provided pursuant to clause (b) below.

• If Seller fails to notify Purchaser of any disputes within the Review Period, the Preliminary Closing Cash Statement will be conclusive and binding on the Parties.

• Parent shall have ten Business Days after receipt of the Preliminary Closing Cash Statement to review the Preliminary Closing Cash Statement and propose any adjustments thereto.

• If, after final determination of the Closing Cash by agreement of the parties or the Arbitrator (the "Final Determination"), the Closing Cash (after appropriate adjustment to reflect any payment of undisputed amounts after submission of the Preliminary Closing Cash Statement) is less than $6,000,000, Parent shall, within three Business Days, pay Advance by wire transfer in immediately available funds the amount of such deficiency.

• If the amount of Preliminary Closing Cash reflected in the Preliminary Closing Cash Statement is less than $6,000,000, unless disputed as provided below, Parent shall within the ten Business Days review period pay to Advance by wire transfer in immediately available funds the amount of such deficiency.

• If the Final Closing Cash (as finally determined pursuant to Section 2.3(d)) is greater than the Preliminary Closing Cash, then the Purchase Price will be adjusted upward by the amount of such excess, and Survivorco shall pay to Seller an amount of cash equal to such excess by bank wire transfer of immediately available funds to an account or accounts designated in writing by Seller.