Purchaser Net Cash definition

Purchaser Net Cash means the amount (which may be a positive or negative number) equal to (a) all Cash Equivalents minus (b) all outstanding Funded Indebtedness, in each case, of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), as of 12:01 a.m. (New York time) on the Closing Date; provided that all proceeds, payments or consideration received by Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries) as a result of any action taken (or agreed to be taken) by Seller Parent, Purchaser Parent, Purchaser or any of their respective Affiliates pursuant to Section 6.3 shall be excluded from the calculation of Purchaser Net Cash.
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Examples of Purchaser Net Cash in a sentence

  • Any such payments required by this Section 3.01(b)(ii) (as the same may be adjusted pursuant to the procedures set forth in Section 3.01(b)(iii)) is herein referred to as the "Sellers' Net Cash Adjustment," in the case of a payment due to the Sellers, and the "Purchaser Net Cash Adjustment," in the case of a payment due to Purchaser.

  • The Estimated Purchaser Closing Statement shall be drawn up by Purchaser Parent as of 11:59 p.m. (New York time) on the Closing Date (the “Measurement Time”), as estimated in good faith by Purchaser Parent, in the format set out in Annex B-4, including with respect to the line items to be included as assets and liabilities in the calculation of Purchaser Working Capital and Purchaser Net Cash, and shall be delivered to Seller Parent within the time period specified in the Purchase Agreement.

  • At the Effective Time, the Company shall have, and shall deliver to Purchaser, Net Cash of not less than US $1,327,000 ("Targeted Net Cash").