Closing Cash Adjustment. (a) The "
Closing Cash Adjustment. (i) If the Final Closing Cash (as finally determined pursuant to Section 2.3(d)) is greater than the Preliminary Closing Cash, then the Purchase Price will be adjusted upward by the amount of such excess, and Survivorco shall pay to Seller an amount of cash equal to such excess by bank wire transfer of immediately available funds to an account or accounts designated in writing by Seller. Such payment is to be made within 5 Business Days of the date on which the Final Closing Cash is finally determined pursuant to Section 2.3(d) and shall include interest thereon at the rate of 5% per annum, calculated from the Closing Date to the date of payment. The amount of such excess shall be converted to U.S. dollars by applying the exchange rate published in the Wall Street Journal for the close of business on the day immediately preceding the date of payment.
Closing Cash Adjustment. If the Closing Cash as finally determined pursuant to this Section 1.7 is greater than the Estimated Cash and Cash Equivalents, Buyer shall, or shall cause the Company to, pay to the Member such excess in accordance with Section 1.7(d). If the Closing Cash as finally determined pursuant to this Section 1.7 is less than the Estimated Cash and Cash Equivalents, Buyer shall be entitled to receive such shortfall in accordance with Section 1.7(d).
Closing Cash Adjustment. If the Closing Cash, as finally determined pursuant to Section 2.6.1, is greater than the Estimated Closing Cash, Parent or the Surviving Company shall pay to each Participating Holder such Participating Holder’s Pro Rata Share in accordance with Section 2.6.3. If the Closing Cash, as finally determined pursuant to Section 2.6.1, is less than the Estimated Closing Cash, Parent shall be paid from the Working Capital Escrow Fund such shortfall in accordance with Section 2.6.3.
Closing Cash Adjustment. The Cash Purchase Price will be subject to adjustment, after the Effective Date, based on the amount of Company Cash as of the close of business on the day prior to the Closing Date according to a statement thereof to be delivered to Buyer by Equity Holder at or before Closing.
Closing Cash Adjustment. If the Closing Cash as finally determined pursuant to this Section 2.6 is greater than the Estimated Cash and Cash Equivalents, Parent shall pay (or cause the Surviving Corporation to pay) to each Common Equity Holder (as defined in Section 11.6) such Person’s Pro Rata Portion (as defined in Section 11.6) of such excess in accordance with Section 2.6(e). If the Closing Cash as finally determined pursuant to this Section 2.6 is less than the Estimated Cash and Cash Equivalents, the Responsible Common Equity Holders shall pay such shortfall to Parent in accordance with Section 2.6(e), with each Responsible Common Equity Holder only being required to pay such Person’s Responsible Pro Rata Portion of such shortfall.
Closing Cash Adjustment. After the final determination of the Actual Closing Cash in accordance with this Section 2.2(d), the Purchase Price shall be adjusted by comparing the Actual Closing Cash to the Estimated Cash and making any such adjustment to the Purchase Price (either upward or downward) in order to reflect the adjustment that would have occurred if the adjustment at Closing had been made with using the Actual Closing Cash. In the event that Buyer shall be entitled to any downward adjustment to the Purchase Price pursuant to this Section 2.2(d)(viii), such amount shall be paid, at the discretion of Buyer, paid by Seller or LivingSocial either (A) from the Escrow Amount (until no Escrow Amount remains) or (B) directly from Seller or LivingSocial, in either case within ten (10) Business Days after the date of the final determination of Actual Closing Cash. In the event that Seller shall be entitled to any upward adjustment to the Purchase Price pursuant to this Section 2.2(d)(viii), such cash amount shall be paid by Buyer by wire transfer of immediately available funds to an account or accounts designated in writing by Seller; provided that the payment of such amount to Seller will not cause the Actual Working Capital to be less than the Target Working Capital. 18
Closing Cash Adjustment. If Closing Cash, as finally determined pursuant to Section 3.1(c)(ii), is less than Estimated Closing Cash, then the Estimated Consideration shall be reduced dollar-for-dollar by the amount of such shortfall. If Closing Cash, as finally determined pursuant to Section 3.1(c)(ii), is greater than Estimated Closing Cash, then the Estimated Consideration shall be increased dollar-for-dollar by the amount of such difference.
Closing Cash Adjustment. (i) On or before February 28, 2006, Sellers will prepare in good faith, in accordance with GAAP, and deliver to Buyer a written estimated balance sheet of Division as of the close of business on February 28, 2006, which estimated balance sheet shall not take into account Intercompany Transfers but shall take into account issued and outstanding checks of Sellers related to Division which have yet to clear Sellers' bank accounts ("Estimated February Balance Sheet"). Solely by way of example of the calculation of the Estimated February Balance Sheet, if $1,000,000 in cash and cash equivalents is held by Target on February 28, 2006, but subsequent to December 31, 2005 and prior to March 1, 2006 (i) Tidel shall have transferred $300,000 in cash or cash equivalents to Target, the cash and cash equivalents balance on the Estimated February Balance Sheet shall be adjusted to $700,000, or (ii) Target shall have transferred $300,000 in cash or cash equivalents from Target to Tidel, the cash and cash equivalent balance on the Estimated February Balance Sheet shall be adjusted to $1,300,000. Buyer and Sellers shall in good faith mutually agree to the amount of cash and cash equivalents set forth on the Estimated February Balance Sheet.
Closing Cash Adjustment. A closing cash adjustment (the ----------------------- "Closing Cash Adjustment") shall be determined from the Adjusted Closing Balance Sheet and shall consist of (i) the amount of cash of Investments and Laureate Properties and the Real Estate Partnerships as shown thereon, less (ii) any overdrafts, the amount of accrued interest on the Continuing Debt and Existing Encumbrances and the projected liability of Investments and Laureate Properties for federal and state built-in gain Taxes as described in Section 5.1(v) hereof (net of any estimated deposits of such Taxes). If the Closing Cash Adjustment is a positive number, NHP shall pay such amount to the Shareholders at the Effective Time. If the Closing Cash Adjustment is a negative number, the Shareholders shall pay such amount to NHP at the Effective Time.
