Closing Cash and Cash Equivalents has the meaning specified in Section 2.6(1).
Closing Cash and Cash Equivalents means, with respect to the Company Group, the aggregate of all cash and cash equivalents (including short term investments) of the Company Group as of the Balance Sheet Time, determined in accordance with the Accounting Principles, including (a) all deposits and cash in transit and all checks and funds received by any member of the Company Group or their banks (e.g., checks deposited or funds paid to lock-box accounts) which are not yet cleared as of prior to the close of business on the day immediately prior to the Closing Date, but only to the extent such deposit or cash in transit subsequently clears and (b) any restricted cash or cash equivalents, including any cash or cash equivalents required to be held in a restricted account, as collateral or otherwise, to support any surety bond, letter of credit, performance bond or similar instrument, whether required by any Educational Agency or otherwise, including, for the avoidance of doubt, any cash or cash equivalents required to be held in a restricted account, as collateral or otherwise, to support any surety bond, letter of credit, performance bond or similar instrument, in each case, that is required by any Educational Agency (the “Regulatory Restricted Cash”), including any such Regulatory Restricted Cash to be listed on Section 1.01(g) of the Seller Disclosure Schedule (which schedule shall be provided by Seller at any time prior to the date that is 30 days prior to the Closing), but excluding, in each case, (i) any restricted cash or cash equivalents held in a restricted account, as collateral, pledged or otherwise to support the Pre-Closing DOE Letter of Credit (the “DOE Restricted Cash”) and (ii) all withdrawals and cash in transit from the Company Group and all checks and funds written or paid by any member of the Company Group or their banks prior to the close of business on the day immediately prior to the Closing Date, but not yet cleared, only to the extent such withdrawal or cash in transit subsequently clears (which shall be included as Current Liabilities in Closing Working Capital).
Closing Cash and Cash Equivalents has the meaning attributed to that term in Section 2.4(3)(d).
Examples of Closing Cash and Cash Equivalents in a sentence
Sellers shall ensure that the aggregate amount of cash held by or on behalf of the Group Companies at Closing will be no less than the amount set forth on Schedule 8.21, which amount shall constitute Closing Cash and Cash Equivalents and which amount expressly does not constitute Restricted Cash.
More Definitions of Closing Cash and Cash Equivalents
Closing Cash and Cash Equivalents means the Cash and Cash Equivalents as of immediately prior to the Closing.
Closing Cash and Cash Equivalents means the Cash and Cash Equivalents as of the Adjustment Time.
Closing Cash and Cash Equivalents means Cash and Cash Equivalents of the Company Group Entities as at Closing Adjustment Base Date.
Closing Cash and Cash Equivalents means, as of 11:59 p.m., Eastern Standard Time, on the Closing Date, the aggregate amount (expressed in United States dollars) of all cash and cash equivalents of the Companies, determined in accordance with GAAP, consistently applied. Closing Cash and Cash Equivalents shall not include the amounts, if any, received by or channeled through accounts of the Companies solely as a payment made pursuant to Section 2.5; provided, that Closing Cash and Cash Equivalents shall exclude an amount equal to the amount of the Pre-Closing Distributions if and only to the extent the Pre-Closing Distributions are not paid as of immediately prior to the Closing.
Closing Cash and Cash Equivalents means all Cash and Cash Equivalents of the Company and its Subsidiaries as of the Effective Time, and, for clarity, the amount of checks outstanding as of the Effective Time shall reduce the balance of Cash and Cash Equivalents as of the Effective Time.
Closing Cash and Cash Equivalents means the aggregate amount of all cash, cash equivalents (excluding short- term investments, marketable securities and crypto-currencies) of any kind of the Company as of immediately prior to the Closing, as determined in accordance with the Accounting Principles and without giving effect to the Merger; provided, that Closing Cash and Cash Equivalents shall (i) be calculated net of (x) restricted balances (including security deposits, customer deposits, bond guarantees, collateral reserve accounts and amounts held in escrow) and amounts that are not freely usable, distributable or transferable, (y) outstanding outbound checks, draws, ACH debits and wire transfers that have not yet cleared, and (z) any amounts included in Net Working Capital, and (ii) include inbound checks, draws, ACH credits and wire transfers that have been initiated by a third party payor but not yet cleared, provided that they are promptly received by the Company.
Closing Cash and Cash Equivalents means the aggregate amount of all Cash and Cash Equivalents of Sellers and its Affiliates as of the Closing Date.