Cash Statement Clause Samples
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Cash Statement. 4.1 As soon as reasonably practicable, and in any event no later than 10 Business Days after the Completion Date, the Buyer shall prepare and deliver to the Sellers a draft statement (the Cash Statement) showing the amount of the Cash at Bank (the Cash Balance). The Cash Statement shall be accompanied by all necessary supporting documentation and the Buyer shall promptly provide the Sellers with access to such further documentation and information as the Sellers may reasonably require for the purpose of reviewing and agreeing the Cash Statement.
4.2 FOR THE AVOIDANCE OF DOUBT in accordance with clause 10.4 the parties hereby agree that any sums owing by the Company to either Seller shall, following Completion, be waived by the Sellers and the Company shall have no obligation whatsoever to repay such sums.
4.3 The Buyer and the Sellers shall endeavour to agree the Cash Statement within 10 Business Days of receipt of the same by the Sellers. If the Cash Statement is not agreed within 10 Business Days of receipt of the same by the Sellers, either party may refer the matter to an independent accountant (the Independent Accountant) for determination. If the parties fail to agree who to appoint as the Independent Accountant within 5 Business Days, either party may apply to the President for the time being of the Institute of Chartered Accountants in England and Wales to appoint the Independent Accountant. The Independent Accountant shall act as an expert not as an arbitrator. The Cash Statement (as adjusted in accordance with the Independent Accountant’s determination) shall (in the absence of fraud or manifest error) be binding on the parties. The reasonable fees of the Independent Accountant shall be borne equally by the Buyer and the Sellers.
4.4 If the Cash Balance as shown in the Cash Statement agreed, or determined pursuant to clause 4.4:
4.4.1 exceeds the Target Cash Amount (Cash Amount Excess), the Consideration shall be increased by an amount equal to the Cash Amount Excess and the Buyer shall pay the Cash Amount Excess to the Sellers in accordance with clause 4.5, below; or
4.4.2 if the Cash Balance is less than the Target Cash Amount (Cash Amount Shortfall), the Consideration shall be reduced by an amount equal to the Cash Amount Shortfall and the Sellers shall pay the Cash Amount Shortfall to the Buyer in accordance with clause 4.6, below; or
4.4.3 if the Cash Balance is equal to the Target Cash Amount, no further payment shall be due from the Seller...
Cash Statement. Schedule of Capital Gains and Losses.
Cash Statement. As promptly as practicable, but not later than thirty (30) days after the Closing, the Company shall deliver to SpinCo a statement (the “Cash Statement”) setting forth a good faith determination of the amount of all cash and cash equivalents as of the Closing (the “Closing Cash”) for the Company and each of the Foreign Retained Subsidiaries; provided, that Closing Cash shall not include the amount of the exercise price of any Company Equity Awards exercised prior to the Closing.
Cash Statement. Within thirty (30) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Cash Statement”), setting forth the Cash and Cash Equivalents as of the close of business on the day immediately preceding the Closing Date (the “Final Cash”). The Cash Statement is to be prepared in accordance with GAAP.
Cash Statement. 1. The amount of Adjusted Cash shall be calculated as of the close of business on the Completion Date, but shall not give effect to the consummation of the transactions contemplated by this Agreement or any financing transactions in connection therewith.
Cash Statement. On the Closing Date, the Company shall deliver to the Buyer and the Sellers' Representative a statement (the "Cash Statement") reflecting the Company's best estimate of the Closing Cash Balance. The Buyer may dispute the amount reflected on the Cash Statement after the Closing by notifying the Sellers' Representative in writing of any such dispute, specifying the amount thereof and setting forth, in reasonable detail, the basis for such dispute within ten Business Days after the Buyer's receipt of the Cash Statement. In the event of such a dispute, the Sellers' Representative and the Buyer shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Sellers' Representative and the Buyer are unable to reach a resolution within 15 days after the delivery to the Sellers' Representative of the Buyer's written notice of dispute with respect to the Cash Statement, the Sellers' Representative and the Buyer shall submit the items remaining in dispute for resolution to an accounting firm of national reputation mutually acceptable to the Buyer and the Sellers' Representative (or, in the absence of mutual agreement on the choice of accounting firm, one of the "big six" accounting firms chosen by lot, with each of the Buyer and the Sellers' Representative having the right to veto one firm so chosen), which shall, within 20 days after such submission, determine and report to the Sellers' Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The Sellers and the Buyer shall each be responsible for one-half of the fees and disbursements of such accounting firm.
Cash Statement. No later than three (3) Business Days prior to the Effective Time, the Company shall deliver to Parent a written good faith estimate of the aggregate amount of cash, cash equivalents and marketable securities expected to be held by the Company and the Company Subsidiaries as of the Effective Time.
Cash Statement. The Seller shall deliver, within 7 business days from the Completion Date, the draft Cash Statement.
Cash Statement. Within five Business Days after the Measurement Date, the Company will prepare and deliver to Parent a statement setting forth the amount of Cash as of the Measurement Date, which statement shall be certified by the Chief Financial Officer of the Company (the “Cash Statement”).