Examples of Closing Cash Proceeds in a sentence

If an Objection Notice is delivered to the Purchaser, then the Purchaser and the Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Cash Proceeds.
The Accounting Firm shall consider only those items and amounts in the Purchaser’s and the Seller’s respective calculations of the Closing Cash Proceeds, including each of the components thereof, that are identified as being items and amounts to which the Purchaser and the Seller have been unable to agree.
The Purchaser and the Representative shall cooperate with the Valuation Firm during the term of its engagement and shall use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the Closing Cash Proceeds, including each of the components thereof, as soon as practicable.
The Valuation Firm's determination of the Closing Cash Proceeds, including each of the components thereof, shall be based solely on written materials submitted by the Purchaser and the Representative (i.e., not on independent review) and on the definitions included herein.
If an Objection Notice is not delivered to the Purchaser within such time period, then the Closing Statement, Closing Balance Sheet, and Closing Cash Proceeds as prepared by the Purchaser will be final, binding and non‑appealable by the parties hereto.

More Definitions of Closing Cash Proceeds

Closing Cash Proceeds means (i) the Enterprise Value, plus (ii) the Designated Amount, minus (iii) the amount of Indebtedness outstanding as of the Measurement Time, plus (iv) the amount of Cash as of the Measurement Time, minus (v) the amount (if any) by which Closing Working Capital is less than Target Working Capital, minus (vi) all Transaction Expenses, minus (vii) the Purchase Price Adjustment Escrow Amount, minus (viii) the Indemnification Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses or Working Capital shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder. For the avoidance of doubt, if the Closing Working Capital is greater than the Target Working Capital, then Closing Working Capital shall be deemed to equal the Target Working Capital for purposes of calculating Closing Cash Proceeds.

Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, minus (iii) the amount of Capital Lease Obligations outstanding as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, plus (iv) the amount of Cash as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, plus (v) the amount of Non‑U.S. Cash as of 11:59 p.m. prevailing Eastern Time on the day immediately prior to the Closing, minus (vi) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (vii) the lesser of (x) the amount (if any) by which Closing Working Capital is greater than Target Working Capital and (y) five million dollars ($5,000,000), plus (viii) the aggregate exercise price of all In the Money Options, minus (ix) the Representative Holdback Amount, minus (x) all Transaction Expenses, minus (xi) the Indemnification

Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of 12:01 a.m. prevailing Eastern Time on the Closing Date, plus (iii) the amount of Cash as of 12:01 a.m. prevailing Eastern Time on the Closing Date (which shall not take in to account any reduction in Cash relating to the Company providing cash collateral under the Letter of Credit prior to the Closing), minus (iv) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (v) the amount (if any) by which Closing Working Capital is greater than Target Working Capital, minus (vi) the Representative Holdback Amount, minus (vii) all Transaction Expenses, minus (viii) the Purchase Price Adjustment Escrow Amount, minus (ix) the Tax Liability Amount, minus (x) the Lightspeed Closing Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Transaction Expenses or Working Capital shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.

Closing Cash Proceeds means, an amount equal to, without duplication: (i) $360,000,000 (the "Transaction Price"), minus (ii) the amount of Estimated Indebtedness, minus (iii) the Adjustment Escrow Amount, minus (iv) the Series C Redemption Price, minus (v) the amount of Estimated Transaction Expenses, plus (vi) the amount of Estimated Cash, plus (vii) the amount, if any, by which Estimated Net Working Capital exceeds Target Net Working Capital, and minus (viii) the amount, if any, by which Target Net Working Capital exceeds Estimated Net Working Capital.

Closing Cash Proceeds is defined in Section 1.02(b).

Closing Cash Proceeds means (i) the Transaction Price, plus (ii) the amount of Cash as of the close of business on August 31, 2014, minus (ii) the amount of Indebtedness outstanding as of close of business on August 31, 2014, minus (iii) the amount (if any) by which Estimated Net Working Capital is less than Target Net Working Capital, plus (iv) the amount (if any) by which Estimated Net Working Capital is greater than Target Net Working Capital, minus (v) all Transaction Expenses, minus (vi) the Working Capital Escrow Amount, minus (vii) the Indemnity Escrow Amount, minus (viii) the Schedule 10.1(a)(iv) Escrow Amount, minus (ix) the Seller Representative Expense Fund. For the avoidance of doubt, no items included in the definitions of Indebtedness, Transaction Expenses or Net Working Capital shall be double-counted for purposes of calculating the Closing Cash Proceeds hereunder.

Closing Cash Proceeds means (i) the Enterprise Value, minus (ii) the amount of Indebtedness outstanding as of 12:01 a.m. prevailing Eastern Time on the date hereof, minus (iii) the amount of Capital Lease Obligations outstanding as of 12:01 a.m. prevailing Eastern Time on the date hereof, plus (iv) the amount of Cash as of 12:01 a.m. prevailing Eastern Time on the date hereof, minus (v) the amount (if any) by which Closing Working Capital is less than Target Working Capital, plus (vi) the amount (if any) by which Closing Working Capital is greater than Target 2 Working Capital, (vii) minus the Sale Bonus Amount, (viii) minus all Transaction Expenses, minus (ix) the Indemnification Escrow Amount, minus (x) the Purchase Price Adjustment Escrow Amount. For the avoidance of doubt, no items included in the definitions of Cash, Indebtedness, Capital Lease Obligations, Sale Bonus Amount, Transaction Expenses, or Working Capital shall be double counted for purposes of calculating the Closing Cash Proceeds hereunder.