Retained Cash Balances definition

Retained Cash Balances means the aggregate amount of all cash and cash equivalents in Bank Accounts at the Closing; provided, however, that (i) only 50% of all cash and cash equivalents in Bank Accounts of Transferred Companies other than U.S. Transferred Companies and European Transferred Companies shall be taken into account; (ii) no cash and cash equivalents in Bank Accounts of Non-Controlled Companies shall be taken into account; and (iii) only 50% of all cash and cash equivalents in Bank Accounts of Viance in excess of $2.0 million shall be taken into account.
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Retained Cash Balances means all unrestricted cash and cash equivalents in Bank Accounts at the Closing.
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Retained Cash Balances means all cash and cash equivalents in accounts of the Transferred Companies (listed in Schedule 2.21 of the Disclosure Letter) at the Closing.
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Examples of Retained Cash Balances in a sentence

  • The aggregate consideration for the Shares (inclusive of the Adjustment Escrow Deposit, the Indemnity Escrow Deposit, and the LTIP Amount) shall be U.S.$1,200,000,000, (a) increased by Retained Cash Balances, (b) decreased by the amount of the Company Indebtedness, if any, and (c) decreased by the amount of Transaction Costs (the “Base Purchase Price”).

  • The aggregate consideration for the Shares shall be (i) U.S. $274,809,000, (ii) increased or reduced on a dollar-for-dollar basis by the amount by which Closing Working Capital is more than U.S. $26.5 million or less than U.S. $22.5 million, (iii) increased by Retained Cash Balances, if any and (iv) reduced by agreed adjustments of U.S. $10 million (the “Purchase Price”).

  • 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”).

  • Seller and Buyer agree that that the procedure set forth in this Section 1.5 for resolving disputes with respect to Closing Working Capital, Retained Cash Balances, Company Indebtedness, and Transaction Costs shall be the sole and exclusive method for resolving such disputes, provided that the parties agree that judgment may be entered upon the determination of the Selected Accountant in any court having jurisdiction over the party against which such determination is to be enforced.


More Definitions of Retained Cash Balances

Retained Cash Balances means the balances of all cash, deposit, money market and the like accounts of Mercer immediately following the Closing. "SECTION 338 DELTA" has the meaning set forth in Section 6(e)(xi). "SECTION 338 ELECTIONS" has the meaning set forth in Section 6(e)(ix). "SECTION 338 TAXES" has the meaning set forth in Section 6(e)(xi). "SECURITIES ACT" means the Securities Act of 1933, as amended. "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge, or other lien, other than (a) mechanic's, materialmen's and similar liens, (b) liens for Taxes not yet due and payable (or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings), (c) liens arising under workers' compensation, unemployment insurance, social security, retirement and similar legislation, (d) liens arising in connection with sales of foreign receivables, (e) liens on goods in transit incurred pursuant to documentary letters of credit, (f) purchase money liens and liens securing rental payments under capital lease arrangements and (g) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money. "SELLER" has the meaning set forth in the preface above. "STRADDLE PERIOD" shall mean any Tax period that begins before and ends after the Closing Date. "SUBSIDIARY" means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect a majority of the directors. "TAX" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value
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Retained Cash Balances means cash in hand, whether accessible by notice or otherwise, cash held in banks or similar financial institutions, securities with a maturity of less than one year and convertible into cash and investments in shares, securities and similar instruments held by any member of the Seller’s Group, in relation to the Business, other than the Group Companies’ Cash Balances;
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Retained Cash Balances means the amount of all cash (net of outstanding checks) and bank deposits, cash equivalents (collectively, “Cash and Cash Equivalents”) of each Transferred Company determined as of 12:01 a.m. (U.S. Eastern Time) on the Closing Date; provided, however, that Cash and Cash Equivalents of Endpoint shall only be included in Retained Cash Balances to extent of the Company’s direct or indirect equity ownership interest in Endpoint. In determining Retained Cash Balances, foreign currencies shall be converted into U.S. dollars at the average daily exchange rate based on the Oanda foreign currency exchange rate (xxx.xxxxx.xxx) for the Business Day immediately preceding the Business Day on which Seller delivers to Buyer the Estimated Closing Statement.
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Retained Cash Balances means the amount of all cash (net of outstanding checks) and bank deposits, cash equivalents (collectively, “Cash and Cash Equivalents”) of each Transferred Company determined as of 12:01 a.m. (U.S. Eastern Time) on the Closing Date; provided, however, that Cash and Cash Equivalents of Endpoint shall only be included in Retained Cash Balances to extent of the Company’s direct or indirect equity ownership interest in Endpoint. In determining Retained Cash Balances, foreign currencies shall be converted into U.S. dollars at the average daily exchange rate based on the Oanda foreign currency exchange rate (www.oanda.com) for the Business Day immediately preceding the Business Day on which Seller delivers to Buyer the Estimated Closing Statement.
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Retained Cash Balances means the balances of all cash, deposit, money market and the like accounts of the Companies (other than the Concentration Accounts and Control Disbursement Accounts) immediately following the Closing.
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Retained Cash Balances means all cash and cash equivalents in the accounts of the Companies (including for this purpose the accounts of OM Group Ultra Pure Chemicals SAS) and the Subsidiary (set forth in Section 3.23 of the Seller Disclosure Letter) at the Closing. The parties estimate that Retained Cash Balances at the Closing will be approximately $200,000.
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Related to Retained Cash Balances

  • Cash Balances means cash in hand or credited to any account with a financial institution and securities which are readily convertible into cash;

  • Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by, or credited to, the account of the Borrower and its Subsidiaries (including non-wholly owned Subsidiaries and Permitted J/Vs).

  • Minimum Cash Balance means a cash balance to be held by the Debtors on the Effective Date in an amount equal to $75 million plus any amounts received on account of GCI (as defined in the Uniti Term Sheet) reimbursements and Cash Payments (as defined in the Uniti Term Sheet) received by the Debtors on or before the Effective Date.

  • 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.

  • Cash on Hand means, as of the Closing, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

  • Defined Contribution Plan Fraction means a fraction, the numerator of which is the sum of the annual additions to a Participant’s accounts under all Defined Contribution Plans maintained by one or more Affiliated Companies, and the denominator of which is the sum of the lesser of (i) or (ii) for such Plan Year and for each prior Plan Year of Service with one or more Related Companies, where (i) is the product of 1.25 multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the Code for the Plan Year (determined without regard to Section 415(c)(6) of the Code), and (ii) is the product of 1.4 multiplied by the amount which may be taken into account under Section 415(c)(1)(B) of the Code (or Section 415(c)(7) of the Code, if applicable) with respect to the Participant for the Plan Year. Solely for purposes of this definition, contributions made directly by an Employee to a Defined Benefit Plan which maintains a qualified cost-of-living arrangement as such term is defined in Section 415(k)(2) shall be treated as Annual Additions. Notwithstanding the foregoing, the numerator of the Defined Contribution Plan Fraction shall be adjusted pursuant to Treasury Regulations 1.415-7(d)(1) and Questions T-6 and T-7 of Internal Revenue Service Notice 83-10.

  • Company Cash means all cash on hand or on deposit to the credit of the Company on the Closing Date;

  • Retained Percentage means, with respect to any Excess Cash Flow Period, (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

  • Trapped Cash means any cash, checks, rental deposits and bank credit balances that are subject to any restrictions or local exchange control, Tax or other requirements, such that the full amount of such deposits cannot be accessed within ninety (90) days; provided that any amounts that are subject to short term investments or time deposits with maturities less than 363 days as of any relevant time of determination shall not be deemed “Trapped Cash” unless after such maturity, they would be subject to any of the aforesaid restrictions.

  • Unrestricted Cash and Cash Equivalents means, with respect to any Person, cash and Cash Equivalents of such Person that are free and clear of all Liens and not subject to any restrictions on the use thereof to pay Indebtedness and other obligations of such Person.

  • Petty Cash means a relatively small amount of cash kept at hand for making immediate payment for miscellaneous small expenses incurred the municipality.

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Defined Contribution Fraction means a fraction, the numerator of which is the sum of the Annual Additions to the Participant's Account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Participant's nondeductible Voluntary Contributions to all defined benefit plans, whether or not terminated, maintained by the Employer and the Annual Additions attributable to all welfare benefit funds, as defined in section 419(e) of the Code, and individual medical benefit accounts as defined in section 415(l)(2) of the Code, and simplified employee pensions, maintained by the Employer) and the denominator of which is the sum of the Maximum Aggregate Amounts for the current and all prior Limitation Years of Service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The Maximum Aggregate Amount in any Limitation Year is the lesser of one hundred twenty-five percent (125%) of the dollar limitation in effect under section 415(c)(1)(A) of the Code or thirty-five percent (35%) of the Participant's Compensation for such year. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed one (1.0) under the terms of this Plan. Under the adjustment, an amount equal to the product of (A) the excess of the sum of the fractions over one (1.0) times (B) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. The Annual Additions for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee contributions as Annual Additions.

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

  • Defined Contribution Plan A retirement plan which provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account, and any income, expenses, gains and losses, and any forfeitures of accounts of other participants which the plan may allocate to such participant's account. The Advisory Committee must treat all defined contribution plans (whether or not terminated) maintained by the Employer as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Advisory Committee will treat employee contributions made to a defined benefit plan maintained by the Employer as a separate defined contribution plan. The Advisory Committee also will treat as a defined contribution plan an individual medical account (as defined in Code Section 415(l)(2)) included as part of a defined benefit plan maintained by the Employer and, for taxable years ending after December 31, 1985, a welfare benefit fund under Code Section 419(e) maintained by the Employer to the extent there are post-retirement medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)).

  • 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.

  • Unrestricted Cash means cash or cash equivalents of the Borrower or any of its Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower or any of its Subsidiaries.

  • 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.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Balance Amount shall have the meaning set forth in Section 8.1 of this Agreement.

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Restricted Cash means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Borrower.

  • Retained Earnings means the retained earnings of an FHLBank calculated pursuant to GAAP.