Actual Cash Amount definition

Actual Cash Amount has the meaning set forth in Section 1.9(a)(ii).

Actual Cash Amount means the Company Parties’ aggregate amount of Cash as of the close of business on the Business Day immediately prior to the Closing Date, determined in accordance with the Accounting Principles, and included in the Purchased Assets.

Actual Cash Amount shall have the meaning set forth in Section 1.5(b)(v).

Examples of Actual Cash Amount in a sentence

• If, following final determination of the Actual Cash Amount and the Actual Distribution Date Working Capital Amount in accordance with the foregoing, the Actual Cash Amount is less than the sum of (i) $42 million, and (ii) the Actual Distribution Date Working Capital Amount, Kimberly-Clark shall pay to Halyard, by wire transfer of immediately available funds to an account specified by Halyard, the amount of such difference.

• The Actual Cash Amount and the Actual Distribution Date Working Capital Amount, as finally determined pursuant to this subsection (c) (whether by failure of Halyard to deliver notice of objection within 10 days after receipt of such statement, by agreement of Kimberly-Clark and Halyard or by determination of the independent accountants selected as set forth above) shall be final, non-appealable and binding on the Parties.

• For purposes of this Agreement, the “ Adjustment Amount” means an amount (which may be a negative number) equal to the sum of (A) the Estimated Indebtedness minus the Actual Indebtedness, plus (B) the Estimated Transaction Expenses minus the Actual Transaction Expenses, plus (C) the Actual Working Capital minus the Estimated Working Capital, plus (D) the Actual Cash Amount minus the Estimated Cash Amount.

• This does not in any way compromise the inclination towards ensuring Dutch interests are served.• Going forward the form or governance and management structure that the network adopts will be important in communicating the objectives and direction of the network.

• In the event that Halyard disputes the correctness of the determination of the Actual Cash Amount or the Actual Distribution Date Working Capital Amount, Halyard shall notify Kimberly-Clark in writing of its objections within 10 days after receipt of such statement and shall set forth, in reasonable detail, the reasons for Halyard’s objections.

More Definitions of Actual Cash Amount

Actual Cash Amount means the actual amount of Cash of the Group Companies calculated in accordance with Schedule 6 (Effective Time Statements);

Actual Cash Amount means an amount equal to fifty percent (50 per cent.) of the Actual Cash.

Actual Cash Amount means the Cash less Debt as at the Completion Date as calculated in accordance with Schedule 9;

Actual Cash Amount as defined in Section 4.1 of this Agreement.

Actual Cash Amount means the aggregate amount of Cash on the balance sheets of each of the Group Companies other than ADS and VDS as at the Effective Date determined in accordance with clause 4 and schedule 10;

Actual Cash Amount the “Actual Closing Debt” and the “Actual Unpaid Transaction Expenses,” respectively. 1.5.3 On or before the tenth (10th) Business Day after the determination of the Actual Closing Net Working Capital, the Actual Cash Amount, the Actual Closing Debt and the Actual Unpaid Transaction Expenses, the Adjustment Amount shall be paid as follows: (a) if the Adjustment Amount is payable to Buyer by Seller, then (i) Buyer and Seller shall, pursuant to the terms of the Escrow Agreement, deliver a joint written instruction to the Escrow Agent authorizing the Escrow Agent to release from the Escrow Account to Buyer an aggregate amount equal to the Adjustment Amount; provided that the amount to be released from the Escrow Account in satisfaction of the Adjustment Amount payable to Buyer by Seller shall not exceed One Million Dollars ($1,000,000), and (ii) in the event the Adjustment Amount is greater than One Million Dollars ($1,000,000) (the amount of such shortfall, the “Shortfall”), Seller (with Seller’s Equityholders jointly and severally liable with Seller for the Shortfall) shall pay to Buyer via wire transfer of immediately available funds an aggregate amount equal to the Shortfall within ten (10) Business Days of the final determination of the Adjustment Amount; or (b) if the Adjustment Amount is payable to Seller by Xxxxx, Buyer shall pay to Seller by wire transfer of immediately available funds an amount equal to the Adjustment Amount within ten (10) Business Days of the final determination of the Adjustment Amount.

Actual Cash Amount has the meaning set forth in Section 1.5.2. “Actual Closing Debt” has the meaning set forth in Section 1.5.2. “Actual Closing Net Working Capital” has the meaning set forth in Section 1.5.2. “Actual Unpaid Transaction Expenses” has the meaning set forth in Section 1.5.2. “Adjustment Amount” has the meaning set forth in Section 1.5. “Affiliate” means, with respect to any specified Person at the time of determination: (a) each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time; (b) each Person who, at such time, is an officer, manager or director of, or direct or indirect beneficial holder of at least ten percent (10%) of any class of the equity securities of, such specified Person; (c) each Person that is managed by a common group of executive officers, managers and/or directors as such specified Person; (d) the members of the immediate family of (i) each officer, manager, director or holder described in clause (b) and (ii) if such specified Person is an individual, such specified Person; and (e) each Person of which such specified Person or an Affiliate (as defined in clauses (a) through (d)) thereof will, directly or indirectly, beneficially own at least ten percent (10%) of any class of equity securities at such time. “Agreement” has the meaning set forth in the Preamble. “Ancillary Agreements” means the Escrow Agreement, the Consulting Agreement, the Offer Letters, the Release and Confidentiality Agreements and all other agreements to be entered into in connection with the Contemplated Transactions. “Applicable Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, as administered and enforced by the U.S. Department of Justice and the U.S. Securities and Exchange Commission; any applicable Legal Requirement implementing the Organization of Economic Cooperation and Development Convention on Combating the Bribery of Foreign Public Officials in International Business Transactions and any other applicable anti- bribery or anti-corruption Legal Requirement administered and enforced by a competent authority