Final Closing Net Cash definition

Final Closing Net Cash shall have the meaning set forth in Section 2.6(c)(iii).
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Final Closing Net Cash will be the calculation of the Closing Net Cash contained in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.4(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon by the Seller and Purchaser.
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Final Closing Net Cash will be the calculation of the Closing Net Cash contained in (i) the Closing Net Cash Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not dispute any items relating to the Closing Net Cash Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement 24 of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon in writing by the Seller and Purchaser.
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Examples of Final Closing Net Cash in a sentence

  • No matter shall be the subject of a claim by an Indemnified Party for any Loss to the extent that the amount of such Loss has been fully and accurately reflected in the Final Closing Working Capital or the Company Indebtedness included in the calculation of Final Closing Net Cash.

  • If the Final Closing Net Cash is less than the Estimated Closing Net Cash, then the Seller will pay to the Purchaser the absolute value of such difference in cash in accordance with Section 2.7(h).

  • If the Final Closing Net Cash is greater than the Estimated Closing Net Cash, then the Purchaser will pay to the Seller the absolute value of such difference in accordance with Section 2.7(h).

  • All payments, including interest, made pursuant to Section 2.7(g) and this Section 2.7(h) will be made to the applicable party by means of a wire transfer of immediately available funds in dollars within five (5) Business Days after the determination of the Final Closing Net Working Capital and the Final Closing Net Cash, as applicable, pursuant to Section 2.7(f).


More Definitions of Final Closing Net Cash

Final Closing Net Cash will be the calculation of the Closing Net Cash contained in (i) the Closing Net Cash Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not dispute any items relating to the Closing Net Cash Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement 24 of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon in writing by the Seller and Purchaser. (g) If the Final Closing Net Working Capital for either the Phase I Closing or the Phase II Closing is less than the Estimated Closing Net Working Capital for such Closing, then the Seller will pay to the Purchaser the absolute value of such difference in cash in accordance with Section 2.7(h). If the Final Closing Net Working Capital for either the Phase I Closing or the Phase II Closing is greater than the Estimated Closing Net Working Capital for such Closing, then the Purchaser will pay to the Seller the absolute value of such difference in cash in accordance with Section 2.7(h). If the Final Closing Net Cash is less than the Estimated Closing Net Cash, then the Seller will pay to the Purchaser the absolute value of such difference in cash in accordance with Section 2.7(h). If the Final Closing Net Cash is greater than the Estimated Closing Net Cash, then the Purchaser will pay to the Seller the absolute value of such difference in accordance with Section 2.7(h). (h) Any amounts due and payable by one party to the other party pursuant to Section 2.7(g) will bear interest thereon for the period from the applicable Closing Date through the date of payment at a rate 5.0% per annum (calculated based on the actual number of days elapsed in a year consisting of 365 days). All payments, including interest, made pursuant to Section 2.7(g) and this Section 2.7(h) will be made to the applicable party by means of a wire transfer of immediately available funds in dollars within five (5) Business Days after the determination of the Final Closing Net Working Capital and the Final Closing Net Cash, as applicable, pursuant to Section 2.7(f). (i) Notwithstanding anything to the contr...
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Final Closing Net Cash. Section 3.2(f)(i)
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Final Closing Net Cash shall be equal to the Closing Net Cash in the statement delivered by Parent pursuant to Section 5.2(a) in the event there is no timely Stockholders’ Agent’s Objection and shall be equal to the Net Cash as agreed to by Parent and the Stockholders’ Agent or as determined by Independent Accountant in the event of a timely Stockholders’ Agent’s Objection.
Sample 1
Final Closing Net Cash will be the calculation of the Closing Net Cash contained in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.4(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon by the Seller and Purchaser. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
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Related to Final Closing Net Cash

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Final Closing means the last closing under the Private Placement;

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Second Closing Date means the date of the Second Closing.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities under sections 264 and 265 of this regulation are no longer conducted at the facility unless subject to the provisions in § 262.34.

  • Closing Date Net Working Capital has the meaning specified in Section 3.4(a).

  • Third Closing Date has the meaning set forth in Section 2.2(c).