Target Closing Cash definition

Target Closing Cash means $0.

Target Closing Cash means $30,000,000 minus one-half of the aggregate amount of any Target Optionholder Merger Consideration paid or payable to Exercising Target Optionholders.

Target Closing Cash means $1,300,000.

Examples of Target Closing Cash in a sentence

• Parent shall use the Target Closing Cash and any cash remaining after payment of the Cross Shore Dividend for such purposes as determined from time to time by the Parent Board.

• After payment by Parent of, or provision for the payment by Parent of, the Closing Payments, Parent shall have cash at least equal in amount to the Target Closing Cash.

• After the Final Closing Cash Statement and the calculation of the Final Closing Cash become final, conclusive and binding upon the parties as provided above, then, within five (5) Business Days: (i) If the Final Closing Cash is greater than the Target Closing Cash, then Purchaser will wire transfer to Seller the difference in immediately available funds.

• If the Estimated Closing Cash Balance is less than the Target Closing Cash Balance, the difference between the Estimated Closing Cash Balance and the Target Closing Cash Balance (the “Cash Shortfall”) shall be subtracted from the Closing Date Cash Payment and, if the Cash Shortfall exceeds the Closing Date Cash Payment, the amount of the Cash Shortfall that exceeds the cash portion of the Purchase Price shall be subtracted from the aggregate principal balance of the Promissory Notes.

• As of the Closing, the Closing Date Cash will consist of an amount at least equal to the Target Closing Cash.

More Definitions of Target Closing Cash

Target Closing Cash means Offshore Cash of the Target Group subsisting as at the Closing Date (prior to any application thereof in accordance with the Funds Flow Statement).

Target Closing Cash means $25 million.

Target Closing Cash means $5,000,000.

Target Closing Cash means $0.00.

Target Closing Cash means AP194,939,000, which is Closing Cash had the Closing occurred on March 31, 2009 computed in accordance with the Agreed Accounting Policies and as set forth in Schedule V attached hereto.

Target Closing Cash shall have the meaning specified in Schedule 2.02. “Tax” or “Taxes” means (a) any federal, state, local or foreign income, gross receipts, property, sales, use, license, franchise, employment, severance, stamp, occupation, windfall profits, environmental, customs duties, capital stock, profits, social security (or similar, including FICA), unemployment, sales, use, disability, real property, personal property, escheat, unclaimed property, registration, value added, estimated, payroll, premium, withholding, alternative or added minimum, ad valorem, transfer or excise tax, or any other tax of any kind or any fee or charge in the nature of (or similar to) taxes (including any of the foregoing), together with any interest or penalty or addition to tax, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member of an affiliated, consolidated, combined or unitary group, as a result of any tax sharing, tax allocation or tax indemnity agreement, arrangement or understanding, as a result of entity level taxes on entities which are disregarded entities or passthrough entities for federal income tax purposes or as a result of being liable for another Person’s taxes as a transferee or successor, by Contract or otherwise. “Tax Authority” shall mean any Governmental Authority, having or purporting to exercise jurisdiction with respect to any Tax. “Tax Matter” has the meaning ascribed thereto in Section 6.04(j). “Tax Purchase Price” has the meaning ascribed thereto in Section 6.04(d). “Tax Refunds” has the meaning ascribed thereto in Section 6.04(c). 11

Target Closing Cash means $4,755,398. “Target Working Capital” means $17,408,087. “Tax” or “Taxes” means any and all taxes, assessments, charges, duties, fees, levies or other governmental charges including all federal, state, local, foreign. and other income, franchise, profits, gross receipts, windfall profits, capital gains, capital stock, transfer, production, sales, use, value added, occupation, property, excise, severance, stamp, license, payroll, employment, registration, equity, social security (or similar), unemployment, disability, escheat, abandoned or unclaimed property, premium, environmental (including under Section 59A of the Code), natural resources, withholding and other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Return), however denominated, and including any payments in lieu of any of the foregoing, all estimated taxes, deficiency assessments, additions to tax, penalties and interest and shall include any liability for such amounts as a result of (i) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (ii) a contractual obligation to indemnify any Person. “Tax Liability Amount” means an amount equal to the aggregate net liability for Taxes of the members of the Company Group, determined in accordance with past practices of the members of the Company Group in jurisdictions in which the members of the Company Group have historically filed applicable Tax Returns and paid applicable Taxes for Tax periods (or potions thereof) ending on or before the Closing Date (for this purpose, determining any Taxes for an Overlap Period under Section 6.6(b)) that either are due and payable and that have been accrued in accordance with GAAP in the books and records of the Company prior to Closing, but that remain unpaid as of the Closing, or are first due and payable after the Closing Date; provided, that for purposes of calculating any such liability for Taxes: (a) such liability for Taxes shall be calculated in accordance with past practice (including reporting positions, elections and accounting methods) of the members of the Company Group in preparing Returns for the applicable Taxes, (b) any Taxes attributable to tax elections, transactions or actions outside the ordinary course of