Retained Cash definition

Retained Cash has the meaning set forth in Section 1.3(a).

Retained Cash at the Closing may also include an additional amount of Renminbi to be used solely to purchase the Excluded Businesses not transferred to the Seller (or its designee) prior to the Closing, and any such purchase shall be completed within 3 months after the Closing, after which any such remaining amount not so used shall be transferred to an account designated by the Purchaser and will no longer be designated “Retained Cash”.

Retained Cash means cash, cash equivalents and short-term investments (as determined in accordance with GAAP) in the amount of US$130,000,000, denominated in U.S. Dollars, Renminbi or any combination thereof (subject to any reductions in respect of payments made pursuant to Section 5.01 (b)(ix)), and increased by the net cash, cash equivalents and short-term investments (as determined in accordance with GAAP) received by the Seller in connection with the sale or other transfer of any of the Excluded Businesses (i.e. net of any cash, cash equivalents and short-term investments (as determined in accordance with GAAP) transferred in connection with such sale or transfer). “Retained Cash” at the Closing may also include an additional amount of Renminbi to be used solely to purchase the Excluded Businesses not transferred to the Seller (or its designee) prior to the Closing, and any such purchase shall be completed within 3 months after the Closing, after which any such remaining amount not so used shall be transferred to an account designated by the Purchaser and will no longer be designated “Retained Cash”.

Examples of Retained Cash in a sentence

• On the Effective Date, Company shall, (i) have established a fully funded cash reserve for Exit Costs and (ii) in addition, have a cash balance, after giving effect to payment of the Consideration, in an amount equal to the Closing Cash Balance plus Retained Cash.

• In compliance with Section 18-607 of the Delaware Limited Liability Company Act, the Parties acknowledge and agree that upon the completion of the transactions contemplated by this Agreement, the fair market value of the Company’s right, title and interest in and to all of the Company’s assets, properties and rights (including the Retained Cash) shall exceed the value of all of the liabilities of the Company.

• The aggregate consideration for the Shares shall be U.S.$635.0 million, increased or decreased, as applicable, on a dollar-for-dollar basis by (i) the amount by which Closing Working Capital is more than U.S.$46.0 million or less than U.S.$46.0 million and (ii) the amount by which the Retained Cash Balances are more than U.S.$5.0 million or less than U.S.$5.0 million and decreased by (x) the amount of the Transferred Company Indebtedness, if any, and (y) the Capex Shortfall, if any (the “Purchase Price”).

• If the Company’s available cash less the Retained Cash is less than the amount required for the Cash Distribution, then the Company will establish on its books an amount payable to Genzyme, BioMarin and/or BioMarin Subsidiary, as applicable (each, a “Payee”), equal to the difference.

• Notwithstanding the foregoing, the Company shall maintain and withhold from such distributions of Net Operating Profits a cash reserve in the amount determined by the Board of Managers to be sufficient to meet the working capital requirements of the Company (“Retained Cash”); provided, that in no event shall the Retained Cash exceed a total amount of $50,000.00 unless unanimously approved by the Board of Managers.

More Definitions of Retained Cash

Retained Cash means the aggregate of:

Retained Cash means the amount of Cash in an amount to be agreed upon by Century and ML Media in writing and approved by the Bankruptcy Court for the purpose of administering and closing the Estate.

Retained Cash shall have the meaning ascribed to such term in Section 3.2 hereof.

Retained Cash has the meaning set forth in the Separation Agreement.

Retained Cash means Cash in the amount equal to the Liabilities and Wind Down Costs plus (ii) subject in all respects to the Chapter 11 Plan, any accrued but unpaid fees and expenses, as of Closing, owed to a Professional or a professional advisor retained by the Term A Lenders pursuant to such Professional’s or professional’s engagement letter; provided, however, that the amount of Cash in clause (i) shall be reduced, on a dollar for dollar basis, by the amount of Liabilities and Wind Down Costs that are paid prior to the Closing; provided, further, that if and to the extent the allowed amount of Priority and Administrative Claims is less than the Liabilities and Wind Down Costs, such resulting excess Cash shall, notwithstanding anything to the contrary contained in this Agreement, constitute an Acquired Asset and shall be promptly transferred to Buyer.

Retained Cash means cash held by or on behalf of Seller as of immediately prior to the Closing to the extent necessary to fund the distributions, escrows, or reserves required under the Acceptable Chapter 11 Plan.

Retained Cash means, if Additional Distributable Cash (as defined in the Plan) is equal to $7.2 million, an amount of cash equal to twenty-five percent (25%) of Post-Closing Cash (as defined in the Plan) in excess of the total of Distributable Cash (as defined in the Plan) plus Additional Distributable Cash.