Closing Cash Balance. Honeywell shall use its reasonable best efforts to cause all cash and cash equivalents held by HON Czech Controls as of the Closing to be transferred to Honeywell or one or more of its Subsidiaries (other than the Purchased Entities) prior to the Closing; provided, however, that to the extent any cash or cash equivalents held by HON Czech Controls as of the Closing is not so transferred prior to the Closing, the amount of such cash and cash equivalents not so transferred shall be included as a current asset in Final Net Working Capital.
Closing Cash Balance. Parent and Buyer shall use commercially reasonable efforts to provide that the Freely Available Cash of Colt and its Subsidiaries is used to repay indebtedness of Colt and its Subsidiaries at or prior to the consummation of the Merger. Any remaining Freely Available Cash as of the Closing Date (after giving effect to the Financing and the transactions contemplated by the Merger Agreement and the Purchase Agreement) shall be allocated between the Retained Companies and the PLG Subsidiaries in accordance with Parent’s Pro Rata Portion and Buyer’s Pro Rata Portion, respectively, and paid (in the U.S. in U.S. dollars) as soon after the Closing Date as is reasonably practicable (i.e., with respect to the amount of Freely Available Cash held by Retained Companies and PLG Subsidiaries outside of the United States as of the Closing Date, promptly following the repatriation of such Freely Available Cash (the “Repatriation”)), but in no event later than 180 days following the Closing Date. Following the Closing, each of Parent and Buyer shall, and shall cause the Retained Companies and the PLG Subsidiaries, respectively, to use reasonable efforts to effect the Repatriation. For avoidance of doubt, any Cash of the Retained Companies and the PLG Subsidiaries that is not Freely Available Cash shall remain with such entities. Promptly following the Closing Parent will, or will cause the Retained Companies to, cause the Series A and Series B 8.25% Senior Subordinated Notes Due 2013 issued by Payless ShoeSource, Inc. (the “Senior Bonds”) to be timely defeased; provided that Buyer shall pay to the Retained Companies on the Closing Date its Pro Rata Portion of any interest accruing on the Senior Bonds from and after the Closing Date through the anticipated date of redemption of the Senior Bonds.
Closing Cash Balance. Honeywell shall use its reasonable efforts to cause all cash and cash equivalents held by any of the Companies or their Subsidiaries as of the Effective Time to be transferred to Honeywell or one or more of its Subsidiaries (other than the Companies and their Subsidiaries) prior to the Closing; provided, however, that to the extent any cash or cash equivalents held by any of the Companies or their Subsidiaries as of the Effective Time is not so transferred prior to the Closing, the amount of such cash and cash equivalents not so transferred shall be reflected as a current asset in the Preliminary Net Working Capital and the Final Net Working Capital.
Closing Cash Balance. The Company will ensure that the Cash Amount that will be reflected on the Company’s Closing Date Balance Sheet (as defined below) is no less than an amount (the “Minimum Cash Balance”) equal to (i) $20.5 million if the Closing Date occurs on August 31, 2000, (ii) $19.0 million if the Closing Date occurs on September 30, 2000, (iii) $17.0 million if the Closing Date occurs on October 31, 2000, (iv) $15.5 million if the Closing Date occurs on November 30, 2000, (v) $14.0 million if the Closing Date occurs on December 31, 2000, or (vi) in the event that the Closing occurs other than on one of the foregoing dates (the “Month-End Dates”), an amount equal to the Minimum Cash Balance for the next subsequent Month-End Date after the actual Closing Date plus the product of (A) the number of days elapsed in the then-current calendar month divided by the total number of days in the then-current calendar month and (B) the difference between the Minimum Cash Balance for the immediately preceding Month-End Date and the Minimum Cash Balance for the next subsequent Month-End Date. Two business days prior to the Closing, the Company shall deliver to Parent a certificate executed by its Chief Financial Officer stating a good faith estimate, based on reasonable assumptions, of the Company’s Cash Amount that will be reflected on the Company’s balance sheet (the “Estimated Closing Date Balance Sheet”) as of the Closing Date prepared in accordance with GAAP applied on a basis consistent with the Balance Sheet. The Company’s actual Cash Amount reflected on the Company’s balance sheet as of the Closing Date prepared in accordance with GAAP applied on a consistent basis with the Balance Sheet is referred as the “Closing Date Balance Sheet.”
Closing Cash Balance. Stockholder represents and warrants that -------------------- the Company's cash balance as of the Closing is not less than $800,000 and included in that amount are sufficient reserves to pay all Taxes contemplated under Section 2.19 of this Agreement.
Closing Cash Balance. Section 2.29 of the Company Disclosure Schedule sets forth the Cash and Indebtedness. For purposes of the foregoing:
Closing Cash Balance. On the Closing Date, the Company shall deliver to Purchaser a statement, setting forth the closing consolidated cash balance (including cash and cash equivalents) of the Company and its Subsidiaries as of the Closing Date, as prepared in accordance with GAAP (the “Closing Cash Balance”). The Closing Cash Balance shall be equal to at least the amount set forth in Section 4.9.
Closing Cash Balance. The Sellers have delivered to the Purchaser evidence reasonably satisfactory to the Purchaser that the Closing Cash Balance equals or exceeds $2,950,000.
Closing Cash Balance. Honeywell shall use its reasonable best efforts to cause all cash and cash equivalents held by any of the Companies or their Subsidiaries as of the Closing to be transferred to Honeywell or one or more of its Subsidiaries (other than the Companies and their Subsidiaries) prior to the Closing; provided, however, that to the extent any cash or cash equivalents held by any of the Companies or their Subsidiaries as of the Closing is not so transferred prior to the Closing, the amount of such cash and cash equivalents not so transferred shall be paid to Honeywell within 30 days after the Closing Date in accordance with the reasonable instructions of Honeywell as to the method of distribution of such cash or cash equivalents, and such payments shall be net of, or Sellers shall promptly reimburse the Purchaser and its Affiliates (including the Companies and their Subsidiaries) for, any Taxes or other out-of-pocket costs and expenses incurred by such Persons in connection with such payment to Honeywell.
Closing Cash Balance. The “Closing Cash Balance” shall be equal to the sum of the Seller Cash Balance and the Celestial China Cash Balance.
