Excluded Cash. Prior to the Closing, the Seller shall cause the Company (and the Company shall cause each of the Consolidated Subsidiaries) to distribute to the Seller all Excluded Cash; provided, that with respect to Excluded Cash held by Seven Seas and its Subsidiaries, such distribution shall be in the maximum amount authorized by the Florida Office of Insurance Regulation.
Excluded Cash. Sellers shall have received the Excluded Cash, free and clear of all Liens and claims, including the Liens and claims of Buyer, DIP Lenders, and Pre-Petition Secured Lenders, other than the DIP Reversionary Interest.
Excluded Cash. The term "Excluded Cash" shall mean all cash of the Sellers that exists as of the Effective date other than Acquired Cash.
Excluded Cash. “Excluded Cash” means any specifically identifiable cash that (1) VidAngel receives, after August 1, 2020 (a) as a capital contribution from new or existing shareholders or equity holders, (b) as proceeds of a sale of stock or other equity interests in VidAngel (or any future Subsidiaries or Affiliates of VidAngel), or (c) as proceeds or recoveries on the Debtor’s malpractice causes of action against Dxxxx Xxxxxx and his former law firm; and (2) such cash is deposited into, and remains deposited in, one or more segregated bank accounts owned and maintained by VidAngel. The name of the bank, bank address, and account number(s) of the account(s) meeting the requirements of clause (2) must be provided to the Secured Parties. Any transaction in which VidAngel uses or transfers Excluded Cash shall be arms-length and commercially reasonable.
Excluded Cash. Any cash or cash equivalents other than the ------------- Closing Cash;
Excluded Cash. Prior to Closing, the Acquired Companies shall have the right to distribute, and Seller shall have the right to receive distributions of, all or any portion of the Acquired Companies’ cash, so long as the Acquired Companies retain at least enough cash to cover the amount of outstanding checks written on, or drafts or wires issued against, the accounts of the Acquired Companies that have not yet cleared as of Closing; provided, that the Acquired Companies shall retain an amount equal to or greater than $1,000,000.00 in the accounts of the Acquired Companies as of the Closing Date, which will be included in the Closing Cash.
Excluded Cash. Any Excluded Cash received by the Company or any of its Subsidiaries shall be immediately transferred to NV Holdings (unless already held by NV Holdings) and may be applied by NV Holdings (or transferred by NV Holdings to the Company or any of its Subsidiaries for immediate application by the Company or any such Subsidiary) only to (i) Permitted Operating Expenses and Investments of the Company in any of its Subsidiaries or other expenses the payment of which is permitted pursuant to clause (iii) of Section 4.05(a), (ii) payments permitted pursuant to Section 4.03 or (iii) the payment of principal of or interest on any Indebtedness of the Company (other than Indebtedness incurred solely in contemplation of the receipt of such Excluded Cash); provided that not more than an amount of Excluded Cash consisting of dividends or other distributions on New Valley Equity equal to the Maximum New Valley Distribution Amount may be applied to Permitted Operating Expenses and Investments of the Company in any of its Subsidiaries; and provided, further, that an additional $5,000,000 of dividends and distributions on New Valley Equity may be applied, at any time prior to April 30, 1997, to expenses permitted pursuant to clause (iii) of Section 4.05(a).
Excluded Cash. Section 3.1 Permitted Uses of Excluded Cash..............................3
Excluded Cash. The definition of Excluded Cash is hereby amended by (i) deleting the word “or” at the end of clause (vii) thereof; (ii) replacing the period at the end of clause (viii) thereof with “; or” and (iii) adding the following new clauses (ix), (x) and (xi):
Excluded Cash. Between the Closing Date and the date that is one hundred eighty (180) days following the Closing Date (the "EXCLUDED CASH PERIOD"), Purchaser, the Companies and the Subsidiaries shall use commercially reasonable efforts to cause any Excluded Cash to be distributed to Purchaser (or at the election of Purchaser, an Affiliate of Purchaser organized 42 under the laws of any state in the United States) prior to expiration of the Excluded Cash Period without violating any applicable Law or incurring any Tax or similar fee or charge or subjecting Purchaser, any Company or any Subsidiary to any adverse Tax consequences or repaying any Post-Closing Intercompany Debt. At the end of the Excluded Cash Period, Purchaser shall pay to Invensys an amount in cash equal to (i) the aggregate amount of Excluded Cash distributed by the Companies and the Subsidiaries to Purchaser during the Excluded Cash Period in compliance with Law and without the incurrence of any Tax or subjecting Purchaser, any Company or any Subsidiary to any adverse Tax consequence and without repaying any Post-Closing Intercompany Debt (expressed in U.S. Dollars), PLUS (ii) (x) 0.60 MULTIPLIED by (y) the Excluded Cash as of the Determination Time (expressed in U.S. Dollars), less the amount paid to Invensys pursuant to the foregoing clause (i) of this sentence, MINUS (iii) all out-of-pocket expenses (including, without limitation, fees and expenses of counsel, accountants and other advisors) incurred by Purchaser and its Affiliates in complying with its obligations under this Section 6.17. The distribution of any Excluded Cash to Sellers shall result in an increase in the Initial Purchase Price in the amount of such Excluded Cash.
