Closing Cash Amounts definition

Closing Cash Amounts means an amount equal to the Cash Amounts of the Purchased Companies and the Subsidiaries of the Purchased Companies as of the close of business on the Closing Date.

Closing Cash Amounts means an amount equal to the sum of (a) the Cash Amounts of the Purchased Entities plus (b) an amount equal to the Cash Amounts of the Purchased Consolidated Ventures multiplied by the percentage of the outstanding equity interest in such Purchased Consolidated Ventures represented by the Purchased Venture Interests in such Purchased Consolidated Ventures, in each case, as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date.

Closing Cash Amounts means, without duplication, an amount equal to the sum of (a) the Cash Amounts of the Purchased Entities and their wholly-owned Subsidiaries as of 12:01 a.m. (Pacific Time) on the Closing Date plus (b) an amount equal to the sum of the products of the Cash Amounts of each of the Joint Ventures (and their Subsidiaries) as of 12:01 a.m. (Pacific Time) on the Closing Date multiplied by the Sharing Ratio of such Joint Venture. For the avoidance of doubt, in no event shall the Closing Cash Amounts include any portion of the Cash Amounts of the Close-Out Joint Ventures (or their Subsidiaries). For purposes of this definition, any Cash Amounts that are transferred out of the Purchased Entities (and Subsidiaries thereof) or the Joint Ventures (and Subsidiaries thereof) to Seller or any of its other Subsidiaries after 12:01 a.m. (Pacific Time) on the Closing Date but prior to Closing shall be deemed for purposes of this Agreement to have been so transferred as of immediately prior to 12:01 a.m. (Pacific Time) on the Closing Date.

Examples of Closing Cash Amounts in a sentence

• Sellers shall provide any additional supporting documentation or information reasonably requested by Buyer and shall consider in good faith any comment or objection of Buyer to the calculation of Estimated Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash Amounts.

• The “ Final Purchase Price” shall mean the Base Purchase Price, plus (i) the Closing Cash Amounts, plus (ii) the Adjustment Amount (which may be a positive or negative number), minus (iii) the Closing Funded Debt, in each of cases, (i), (ii) and (iii), as finally determined pursuant to Sections 2.9(c) and 2.9(d).

• As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date, Seller shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “ Post-Closing Statement”), setting forth the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt.

• Any such payment is to be made within five (5) Business Days of the date on which the Adjustment Amount, Closing Cash Amounts and Closing Funded Debt are finally determined pursuant to this Section 2.9, except as expressly provided for in this Agreement, and any amounts owing pursuant to this Section 2.9(g) shall be paid in full.

• At least four (4) Business Days prior to the anticipated Closing Date, Seller shall cause to be prepared and delivered to Purchaser a closing statement (the “ Closing Statement”) setting forth Seller’s good-faith estimate of (i) the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Closing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Funded Debt (such estimate, the “Estimated Closing Funded Debt”).

More Definitions of Closing Cash Amounts

Closing Cash Amounts means Everest Closing Cash Amounts plus Olympus Closing Cash Amounts.

Closing Cash Amounts means an amount equal to the Cash Amounts of the Purchased Entities, as of 11:59 p.m., New York City time, on the last Business Day prior to the Closing Date.

Closing Cash Amounts means an amount equal to the sum of (a) the Cash Amounts of the Purchased Entitiesplus (b) an amount equal to the Cash Amounts of the Purchased Consolidated Ventures multiplied by the percentage of the outstanding equity interest in such Purchased Consolidated Ventures represented by the Purchased Venture Interests in such Purchased Consolidated Ventures, in each case, as of 11:59 p.m. Eastern Time on the Business Day immediately preceding the Closing Date; provided, that for purposes of this calculation, (i) the Cash Amounts as of such time of any Purchased Consolidated Company that is organized in the jurisdictions set forth on Section 1.1(b)(i) of the Seller Disclosure Schedules shall be multiplied by 0.75, (ii) the Cash Amounts as of such time of all of Purchased Consolidated Companies organized in the jurisdictions set forth on Section 1.1(b)(i) and Section 1.1(b)(ii) of the Seller Disclosure Schedules, determined after giving effect to clause (i) hereof, shall not exceed $25,000,000 in the aggregate and (iii) the Cash Amounts as of such time of the Purchased Consolidated Companies that are organized outside of the United States, determined after giving effect to clause (i) hereof, shall not exceed $38,000,000 in the aggregate.

Closing Cash Amounts means an amount equal to the sum of (a) the Cash Amounts of the Purchased Entities plus (b) an amount equal to the Cash Amounts of the Purchased Consolidated Ventures multiplied by the percentage of the outstanding equity interest in such Purchased Consolidated Ventures represented by the Purchased Venture Interests in such Purchased Consolidated Ventures, in each case, as of 11:59 p.m. Eastern Time on the Business Day immediately preceding the Closing Date; provided, that for purposes of this calculation, (i) the Cash Amounts as of such time of any Purchased Consolidated Company that is organized in the jurisdictions set forth on Section 1.1(b)(i) of the Seller Disclosure Schedules shall be multiplied by 0.75, (ii) the Cash Amounts as of such time of all of Purchased Consolidated Companies organized in the jurisdictions set forth on Section 1.1(b)(i) and Section 1.1(b)(ii) of the Seller Disclosure Schedules, determined after giving effect to clause (i) hereof, shall not exceed $25,000,000 in the aggregate and (iii) the Cash Amounts as of such time of the Purchased Consolidated Companies that are organized outside of the United States, determined after giving effect to clause (i) hereof, shall not exceed $38,000,000 in the aggregate.

Closing Cash Amounts shall have the meaning set forth in Section 8.1(a).

Closing Cash Amounts means all cash (as recorded in normal ledger) and cash equivalents, bank and other depositary accounts and safe deposit boxes, certificates of deposit, government bills or bonds owned by the Target Company as of Closing. For the avoidance of doubt, the Parties agree that the Closing Cash Amounts shall be calculated based on only those “cash and cash like items” listed in the Sample Closing Statement in Schedule 8.1 attached hereto.

Closing Cash Amounts means the Cash Amounts (other than any Trapped Cash) of the Purchased Companies as of immediately prior to the Closing.