Examples of Estimated Closing Net Cash in a sentence
In consideration of and in exchange for the sale of Seller’s Membership Interest to Purchaser, at the Closing, Purchaser shall pay to Seller an aggregate sum of (a) eight hundred twenty-five million Dollars ($825,000,000) and (b) an amount equal to fifty percent (50%) of the Estimated Closing Net Cash (collectively, the “Initial Purchase Price”), subject to adjustment as set forth in Section 2.04.
Seller and Purchaser shall in good faith work together in the seven (7) days prior to Closing to agree on the amount of the Estimated Closing Net Cash; provided, however, that in the absence of agreement by the parties with respect to the Estimated Closing Net Cash, the Closing shall occur in accordance with Article VI based on the Company’s good faith estimate of the Net Cash of the Company delivered to Seller and Purchaser in accordance with this Section 2.03.
To the extent the Estimated Closing Net Cash is positive (i.e., the Closing Cash exceeds the Closing Indebtedness), the Purchaser will add the absolute value of such amount to the Initial Purchase Price paid at the Closing.
To the extent the Estimated Closing Net Cash is negative (i.e., the Closing Indebtedness exceeds the Closing Cash), the Purchaser will deduct the absolute value of such amount from the Initial Purchase Price paid at the Closing.
The rules surrounding the use of the Lotto Reserve Fund are set out in the Trust Deed and the Lotto Key Procedure.
For the fiscal year that ended on March 31, 2004, the Corporation reported total operating revenues of $119.7 million, including $93.8 million for event- related services, $21.8 million from hall rentals, and $4.1 million from other sources – primarily concession contracts and advertising.
If the Closing Net Cash exceeds the Estimated Closing Net Cash, Purchaser shall pay to Seller fifty percent (50%) of the amount of such excess, together with a sum equivalent to interest thereon at a rate equal to the LIBOR Rate from the Closing Date to the date of payment.
For the avoidance of doubt, the foregoing shall only apply to the determination of the Estimated Closing Net Cash and the Estimated Closing Debt and shall not apply to the determination of the Closing Net Cash and the Closing Debt in accordance with Article V of the Merger Agreement and any resultant adjustments.
The Estimated Closing Net Cash shall be used in determining the Adjusted Closing Consideration to be paid by Parent at Closing for purposes of this Agreement in the manner set forth in Section 5.1(b) below.
If the Final Closing Net Cash is greater than the Estimated Closing Net Cash, then the Purchaser will pay to the Seller the absolute value of such difference in accordance with Section 2.4(h).