Estimated Closing Cash Balance shall have the meaning set forth in Section 3.04(a).

Estimated Closing Cash Balance has the meaning set forth in Section 2.5(a).

Estimated Closing Cash Balance shall have the meaning ascribed to such term in Section 1.6(a)(i) hereof.

Examples of Estimated Closing Cash Balance in a sentence

A certificate dated as of a date within three days of the Closing Date, signed by Seller, certifying as to the Pre-Closing Purchase Price Statement and the Estimated Closing Cash Balance.
The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”).
Not later than three (3) Business Days prior to the Closing Date, the Company shall have delivered to Buyer a written statement setting forth its good faith estimate of the Closing Cash Balance as of the close of business on the Closing Date (the “Estimated Closing Cash Balance”) setting forth in reasonable detail the Company’s calculation of the Estimated Closing Cash Balance (including any Company Debt or Seller Parties Transaction Expenses deducted therefrom).
If the Estimated Closing Cash Balance is less than the Target Closing Cash Balance, the difference between the Estimated Closing Cash Balance and the Target Closing Cash Balance (the “Cash Shortfall”) shall be subtracted from the Closing Date Cash Payment and, if the Cash Shortfall exceeds the Closing Date Cash Payment, the amount of the Cash Shortfall that exceeds the cash portion of the Purchase Price shall be subtracted from the aggregate principal balance of the Promissory Notes.
The Estimated Closing Cash Balance and the Estimated Company Debt set forth in the Estimated Closing Date Statement will be prepared in accordance with the Accounting Principles.
The cost of the Tail Policy shall be borne by Company and shall be reflected on the Estimated Closing Balance Sheet and shall be taken into account in calculating any adjustment to the Initial Merger Consideration under Section 1.6(b); provided that to avoid double-counting, the cost of such Tail Policy shall not affect both the Estimated Closing Cash Balance and the Estimated Closing Working Capital.

More Definitions of Estimated Closing Cash Balance

Estimated Closing Cash Balance means an estimate of the Closing Cash Balance as determined pursuant to Section 2.04.

Estimated Closing Cash Balance means (i) in respect of Buyer, the amount of Cash Buyer estimates that it will have on hand as of the Closing Date, and (ii) in respect of Sirius, the amount of Cash Sirius estimates that it will have on hand as of the Closing Date;

Estimated Closing Cash Balance. Section 3.04(a)

Related to Estimated Closing Cash Balance

Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
Estimated Cash has the meaning set forth in Section 2.4(a).
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
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.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Estimated Working Capital Adjustment shall have the meaning set forth in Section 2.2(b).
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.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Minimum Cash Balance means $10,000,000 minus (i) $500,000, (ii) any amounts to be paid to holders of Allowed Ongoing Trade Claims of New Permian Corp., and (iii) any amounts to be paid to holders of Allowed Cure Amounts pursuant to Section 8.4(ii).
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.
Cash Balance means, at any date of determination, the unencumbered and otherwise unrestricted cash and Cash Equivalents of the NCLC Group.
Working Capital Deficit means the amount, if any, by which the Closing Working Capital is less than the Target Working Capital.
Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).
Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

Estimated Closing Cash Balance definition

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