Final Cash definition
Examples of Final Cash in a sentence
The parties acknowledge and agree that for income tax purposes, including Code Section 1060 and the Treasury Regulations promulgated thereunder, 100% of the Final Cash Purchase Price, as finally determined pursuant to Section 2.5, shall be allocated to the capital stock of MyFavoriteThings, Inc.
Notwithstanding anything herein to the contrary, the parties agree that the Closing Statement, and the component items and calculations therein, including the Final Cash Purchase Price Elements, shall be prepared in a manner consistent with the terms of (including the definitions contained in) this Agreement, including Exhibit B.
The calculations described in the foregoing sentence are collectively referred to herein as the “Closing Statement.” Purchaser shall deliver the Closing Statement, together with reasonable supporting detail as to each of the calculations (including with respect to the Final Cash Purchase Price Elements) set forth in the Closing Statement, to Seller no later than ninety (90) days following the Closing Date.
Within 90 days after the Closing Date, Buyer shall cause to be prepared and shall deliver to Seller a statement (the “Final Closing Statement”) setting forth in reasonable detail (i) Buyer’s calculation of (A) the Closing Cash, (B) the Closing Working Capital, (C) the Closing Indebtedness, (D) the Closing Tax Gross-Up Payment, and (E) the Closing Transaction Expenses, and (ii) the calculation of the Final Cash Payment based thereon.
Notwithstanding anything in this agreement to the contrary, in no event will Purchaser pay an amount of consideration to Seller in the aggregate in the excess of or less than the Final Cash Purchase Price plus the Stock Consideration, with the shares of Purchaser Common Stock comprising the Stock Consideration valued at $10 per share.