Estimated Closing Cash and Cash Equivalents definition

Estimated Closing Cash and Cash Equivalents has the meaning set forth in Section 2.3(a).
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Estimated Closing Cash and Cash Equivalents has the meaning set forth in Section 2.02(b)(i). “Estimated Closing Indebtedness” has the meaning set forth in Section 2.02(b)(i). “Estimated Closing Statement” has the meaning set forth in Section 2.02(b)(i). “Estimated Closing Transaction Expenses” has the meaning set forth in Section 2.02(b)(i). “Estimated Closing Working Capital” has the meaning set forth in Section 2.02(b)(i). “Estimated Working Capital Adjustment” has the meaning set forth in Section 2.02(b)(ii). “FCPA” has the meaning set forth in Section 3.14(c). “Financial Statements” has the meaning set forth in Section 3.06. “GAAP” means United States generally accepted accounting principles in effect on the date hereof. “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction. “Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. “Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing 9
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Estimated Closing Cash and Cash Equivalents has the meaning specified in Section 1.4(a)(i).
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Examples of Estimated Closing Cash and Cash Equivalents in a sentence

  • The Estimated Closing Balance Sheet, the computations of Estimated Closing Cash and Cash Equivalents and Estimated Closing Working Capital based upon such Estimated Closing Balance Sheet, and the Estimated Unpaid Company Fees and Expenses shall be conclusive for purposes of the calculation of the Net Purchase Price payable at the Closing, but shall be subject to adjustment after the Closing pursuant to this Section 2.3.

  • The Purchase Price shall be increased or decreased on a Yen for Yen basis by the amount by which the actual Closing Cash and Cash Equivalents finally determined in accordance with Sections 1.4(b) and 1.4(c) is greater or less than the amount of the Estimated Closing Cash and Cash Equivalents determined in accordance with Section 1.4(a).

Related to Estimated Closing Cash and Cash Equivalents

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

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

  • Cash and Cash Equivalents means the cash and cash equivalents, including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, together with all accrued but unpaid interest thereon, and all bank, brokerage or other similar accounts.

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

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

  • Unrestricted Cash and Cash Equivalents means, as of any date of determination, the sum of the aggregate amount of Cash and Cash Equivalents (valued at fair market value) which is Unrestricted. As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, cash trap, reserves, Liens (other Liens permitted under Section 10.5) or claims of any kind in favor of any Person.

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

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

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

  • Petty Cash means a sum of money set aside on an imprest basis for the purpose of making change or paying small obligations.

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

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • 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.

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Cash on Hand means, as of any date, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Cash Equivalents means any of the following types of Investments, to the extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens):

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

  • Foreign Cash Equivalents means certificates of deposit or bankers acceptances of any bank organized under the laws of Canada, Japan or any country that is a member of the European Economic Community whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Xxxxx'x is at least P-1 or the equivalent thereof, in each case with maturities of not more than twelve months from the date of acquisition.

  • Working Capital Escrow Amount means $2,000,000.

  • Cash or Cash Equivalents means (a) cash; (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (d) domestic corporate bonds, other than domestic corporate bonds issued by Borrower or any of its Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (e) variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by Borrower or any of its Affiliates, maturing or resetting no more than one (1) year after the date of acquisition thereof and having a rating of at least A or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (f) commercial paper (foreign and domestic) or master notes, other than commercial paper or master notes issued by Borrower or any of its Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and having a short-term rating of at least A-2 and P-2 from S&P and Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (g) domestic and foreign certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances (foreign or domestic) in Dollars, Hong Kong Dollars, Singapore Dollars, Pounds Sterling, Euros or Yen that are issued by a bank (I) which has, at the time of acquisition, a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent) and (II) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; (h) overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments, provided that the collateral supporting such repurchase agreements shall have a value not less than 101% of the principal amount of the repurchase agreement plus accrued interest; and (i) money market funds invested in investments substantially all of which consist of the items described in clauses (a) through (h) above.

  • Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.

  • Net Cash means the cash proceeds (net of cash taxes paid and reasonable and customary costs paid to unrelated and unaffiliated third parties in connection with a particular transaction) arising from any Excess Cash Event.