Cash Adjustment Sample Clauses

Cash Adjustment. Each of Honeywell and SpinCo agrees to take the actions set forth on Schedule XVI. ARTICLE III
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Cash Adjustment. Each of Nuance and SpinCo agrees to take the actions set forth on Schedule XI.
Cash Adjustment. (i) If Estimated Closing Date Cash exceeds Closing Date Cash, then the Purchase Price shall be decreased on a dollar-for-dollar basis by an amount equal to such deficit, and (ii) if Closing Date Cash exceeds Estimated Closing Date Cash, then the Purchase Price shall be increased on a dollar-for-dollar basis by an amount equal to such excess.
Cash Adjustment. Prior to the Relevant Time, either (i) Vector will transfer funds to Spinco or a member of the Spinco Group designated by it or (ii) Spinco will transfer or cause the transfer of funds to Vector or a member of the Vector Group designated by it, such that, on a consolidated basis, Spinco’s cash and cash equivalents balance immediately prior to the Relevant Time shall equal at least $200 million.
Cash Adjustment. The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Cash (as hereinafter defined) is less than the Cash Threshold (as hereinafter defined) on the Closing Date (the "Cash Amount"). The Seller's Cash shall mean the Seller's cash and cash equivalents, including any bank overdraft, which shall be a subtraction from the cash and cash equivalents. The Cash Threshold shall mean (i) $35,000 if the Closing Date is on or after the 10th of any month or (ii) if the Closing Date is prior to the 10th of any month, an amount equal to $125,000 (minus $125,000) plus any cash receipts by the Seller from the 1st of the month in which Closing occurs through and including the day prior to Closing. Promptly following the Closing, the Purchaser agrees to cause the Accountants to verify the amount of the Seller's Cash as of the Closing Date (the "Closing Cash Amount"). The Accountants shall issue a report as to their determination of the Closing Cash Amount (the "Accountants' Cash Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' Cash Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Cash Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' Cash Report within fifteen (15) days following the receipt of the Accountants' Cash Report. The Seller's objection, if any, to the Accountants' Cash Report (the "Seller's Cash Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' Cash Report and the Seller's calculation of the Closing Cash Amount. Within ten (10) days after receipt of the Seller's Cash Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Seller which the Purchaser continues to dispute (the "Purchaser's Cash Response Notice"). If the Seller does not object to the Accountants' Cash Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' Cash Report, then the adjustment based on the then final Closing Cash Amount (the "Final Cash Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser withi...
Cash Adjustment. (a) As promptly as practicable following the Distribution Date, Parent shall calculate the Cash Adjustment Amount and shall promptly notify SpinCo of such calculation (the date on which such notification is delivered, the “Cash Adjustment Notification Date”). The calculation of the Cash Adjustment Amount shall be made by Parent in good faith and shall be final and binding on SpinCo, and shall not be subject to any challenge or dispute (pursuant to the procedures set forth in Article VII or otherwise). SpinCo shall provide Parent with such information and access as is reasonably requested by Parent to calculate the Cash Adjustment Amount.
Cash Adjustment. If the Cash on Hand as finally determined pursuant to Section 1.6(a) above is greater than the Estimated Cash on Hand, Buyer Parent shall pay or cause to be paid to Parent, on behalf of the Sellers, such excess in accordance with Section 1.6(c). If the Cash on Hand as finally determined pursuant to Section 1.6(a) above is less than the Estimated Cash on Hand, Parent, on behalf of the Sellers, shall pay to Buyer Parent, on behalf of Buyer Parent and Buyer, such shortfall in accordance with Section 1.6(c).
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Cash Adjustment. 8 2.4 Closing; Deliveries; Payment ................................. 10
Cash Adjustment. (a) Prior to the Effective Time, either (i) LSC will transfer funds to RRD or (ii) RRD will transfer funds to LSC, such that LSC’s cash balance in its accounts immediately prior to the Effective Time shall equal $30 million (net of any fees related to Financing Arrangements payable by LSC that have not yet been paid) (the “Pre-Distribution LSC Target Cash Balance”).
Cash Adjustment. Prior to the Closing, representatives of M4 and LMC established the fair market value of the Acquired Assets, net of the Assumed Liabilities, as of the Closing Date (as defined in Article 4), to be $17,000,000 ("Net Transferred Value"). In addition, these representatives determined that the Revolving Credit Amount was $15,760,000. As the Net Transferred Value exceeds the Revolving Credit Amount, LMC will pay cash to M4 at the Closing in the amount of $1,240,000.
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