Closing Date Distribution Sample Clauses

Closing Date Distribution. (a) Olin shall cause the Partnership to make a distribution in cash to each of Olin SunBelt and the Seller, or their respective designees (each, a “Closing Date Distribution”), payable and calculated in accordance with this Section 1.05. Each Closing Date Distribution shall be an amount equal to one-half of the Closing Date Distributable Cash. Notwithstanding anything in this Agreement to the contrary, the Partnership shall be entitled to withhold from the Closing Date Distribution otherwise payable to Olin or PolyOne under this Agreement such amounts as are required to be withheld with respect to the making of such payment under any applicable Tax withholding requirements of the Code or under any provision of state, local, foreign or other Tax law. (b) On or prior to the 30th day after the Closing, Olin shall prepare and deliver to PolyOne a written statement (the “Closing Date Distribution Statement”), setting forth in reasonable detail its calculation of the Closing Date Distribution. (c) During the 60-day period following the delivery of the Closing Date Distribution Statement by Olin, PolyOne and its advisors (including its accountants) shall be given reasonable access to the financial information of the Partnership and Olin’s ▇▇▇▇▇▇▇▇ facility (including financial information with respect to transfers or sales of membrane caustic and chlorine from such facility), to the extent relating to or affecting the activities of the Partnership and to the calculation of the Closing Date Distribution Statement. The Closing Date Distribution Statement shall become final and binding upon the parties on the 60th day following delivery thereof, unless (i) PolyOne delivers to Olin prior to such date a Notice of Disagreement with respect to such Closing Date Distribution Statement or (ii) Olin fails to substantially comply during such 60-day period with the requirements set forth in the preceding sentence, in which case, PolyOne’s deadline for providing a Notice of Disagreement shall be extended until the 10th day following Olin’s substantial compliance with such requirements to provide such information. PolyOne may deliver only one Notice of Disagreement with respect to the Closing Date Distribution Statement. PolyOne shall not subsequently raise any disagreements with the Closing Date Distribution Statement other than the disagreements set forth in such Notice of Disagreement nor adjust or change any disagreement set forth in such Notice of Disagreement. The Notice...

Closing Date Distribution. 8 Code....................................................................19 Company..................................................................

Closing Date Distribution. On or prior to the Closing Date, the Company shall have the option of making a cash distribution (the “Closing Date Distribution”) to Seller in an aggregate amount equal to the amount of all or a portion of all cash, cash equivalents, short term investments other than (i) cash sufficient to satisfy all accrued payroll obligations in respect of Employees as of the opening of Business on the Closing Date (which cash shall remain with the Company), (ii) short term investments held by Hawaiian Insurance Company, if any (which short term investments shall remain with Hawaiian Insurance Company), of the Company and the Subsidiaries on hand as of the opening of business on the Closing Date (iii) coins in cash boxes of all pay telephone stations in Hawaii, (iv) eleven thousand dollars in cash drawers of Verizon retail stores (approximately $150 per cash drawer), and (v) two thousand dollars in cash drawers of the employee cafeteria at the ▇▇▇▇▇▇ Street building. The Closing Date Distribution, if any, shall be paid no later than the opening of business on the Closing Date by wire transfer of immediately available funds in U.S. Dollars to an account designated by Seller.

Closing Date Distribution. On the day prior to the Closing, the Company shall have the option of making a cash distribution (the “Closing Date Distribution”) to Seller in an aggregate amount equal to the amount of all or a portion of all cash on hand as of the close of business on the business day immediately preceding the Closing Date, provided the amount of such Closing Date Distribution has been reflected in the computation of Closing Working Capital set forth in the Estimate Certificate.