Examples of Closing Date Net Cash in a sentence
Upon delivery of such statement by Purchaser to the Company, Purchaser shall provide the Company and its representatives with reasonable access during business hours to the books and records of the Operating Subsidiaries and their respective Subsidiaries in order to allow the Company and its representatives to verify the accuracy of the determination by Purchaser of the Closing Date Net Cash Amount.
Upon completion of the Closing Date Financial Statements, Philips shall derive from the Closing Date Net Cash Statement the Net Cash Position as of the Closing Date (the “Closing Date Net Cash Position”) and from the Closing Date Net Working Capital Statement the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”) and deliver each such statement along with such amounts to Newco.
Each of Monsoon Closing Date Net Cash, Monsoon Closing Date Working Capital and Indigo Closing Date Working Capital shall be calculated in accordance with the Agreed Accounting Principles and the definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).
For purposes of calculating the Closing Date Net Cash Position and the Closing Date Net Working Capital, any amounts in currencies other than Euros shall be translated into Euros using the applicable exchange rates prevailing on the Closing Date.
All conversions necessary to calculate the Closing Date Net Cash shall be made in accordance with the procedure set forth in this Section 4.1.3 as of the Closing Date.
Prior to or concurrently with the Closing hereunder, the Sellers shall cause the Company to accrue a liability in the amount of $5,000 in connection with the costs to be incurred by the Purchaser or the Company for the preparation of the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement.
The Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the Closing Date Net Cash and Post-Closing Adjustment as promptly as practicable, and to resolve only those issues in dispute.
With respect to the period commencing on January 1, 2007 the Purchaser shall be entitled to all ancillary rights pertaining to the Shares including the right to receive dividends, provided that Seller shall be entitled in accordance with the terms in Section 4 (Closing Date Net Cash purchase price adjustment) to the cash generated by the Company in the period commencing on January 1, 2007 and ending on and including the Closing Date.
If the Final Closing Date Net Cash is positive or zero, Representative shall instruct the Cash Escrow Agent to disburse the Hold-Back Cash and any accrued interest thereon to the Company Shareholders.
If the negative Final Closing Date Net Cash exceeds the amount of Hold-Back Cash, the Company Shareholders shall pay the amount of the deficiency to Parent within three (3) business days following the final determination of the Final Closing Date Net Cash via wire transfer pursuant to instructions provided by Parent to Representative.