Closing Cash Adjustment Amount definition

Closing Cash Adjustment Amount means an amount equal to the Closing Cash Amount minus the Base Amount, expressed as a positive number if positive and expressed as a negative number if negative.
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Closing Cash Adjustment Amount is defined in section 1.11(c).
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Closing Cash Adjustment Amount is defined in Section 2.8.
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Examples of Closing Cash Adjustment Amount in a sentence

  • If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Net Working Capital Adjustment Amount, and the Closing Cash and Indebtedness Statement and Closing Cash Adjustment Amount, as the case may be, reflected in the Closing Working Capital Statement and Closing Cash and Indebtedness Statement, shall be deemed to have been accepted by Seller.

  • The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Net Working Capital Adjustment Amount, and the Closing Cash and Indebtedness Statement, and Closing Cash Adjustment Amount, as the case may be, shall be conclusive and binding upon the Parties hereto.

  • If because of claims that are resolved in the Buyer’s favor hereunder or unresolved claims that have been made in good faith by the Buyer in accordance with this Agreement, the available amount of the Escrow Amount is less than the Accounts Receivable Adjustment Amount or the Closing Cash Adjustment Amount, applicable, to be paid to the Buyer in accordance with Sections 2.7 or 2.8, Mxxxxxx shall make payment by wire transfer of immediately available funds to the Company of the amount of such difference.

  • Purchaser will have (a) at the Closing, sufficient immediately available funds on hand to pay the aggregate Estimated Closing Payment, the Estimated Closing Cash Adjustment Amount, the Estimated Company Service Provider Termination Expenses, the Estimated Closing Transaction Expenses, and the Estimated Closing Indebtedness, in cash, and (b) following the Closing, immediately available funds on hand to pay the Contingent Payments, if any, as such payments become due.

  • For purposes of the payment to be paid pursuant to Section 2.3 on the Closing Date, if the Estimated Closing Cash Adjustment Amount is a positive number, then the Enterprise Value will be increased by the Estimated Closing Cash Adjustment Amount, or if the Estimated Closing Cash Adjustment Amount is a negative number, the Enterprise Value will be decreased by the absolute value of the Estimated Closing Cash Adjustment Amount.

  • The BPO Defendants’ internal records show that these reviews were drafted by the BPO Defendants and did not originate from actual consumers of Digital Education Systems.


More Definitions of Closing Cash Adjustment Amount

Closing Cash Adjustment Amount which may be positive or negative, shall mean (i) the Closing Cash as finally determined pursuant to Section 2.6, minus (ii) the Estimated Closing Cash. Within 5 Business Days after the Determination Date: (a) if the Closing Cash Adjustment Amount is positive, then the Buyer will pay such amount to the Sellers by wire transfer of immediately available funds pursuant to the instructions previously provided by the Sellers’ Representative; and (b) if the Closing Cash Adjustment Amount is negative, then an amount equal to the absolute value of the Closing Cash Adjustment Amount will be paid to the Buyer from the Escrow Amount in accordance with the terms of the Escrow Agreement.
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Closing Cash Adjustment Amount shall be the amount determined in accordance with Sections 2.13 (g) and (h).
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Related to Closing Cash Adjustment Amount

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Working Capital Adjustment has the meaning set forth in Section 2.15(b).

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Adjustment Escrow Amount means $1,000,000.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).