Net Cash/Debt definition
Examples of Net Cash/Debt in a sentence
The parties further agree that the procedure set forth in this Section 1.9 for resolving disputes with respect to the Closing Net Cash/Debt Amount, Closing Net Working Capital and/or the Closing Company Transaction Expenses shall be the sole and exclusive method for resolving such disputes, provided, that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.
The worked example, in the agreed form summarized from the detailed worksheet prepared using Microsoft Excel and exchanged between ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on the evening of March 12, 2014, reflects the calculations used to agree the Target Working Capital and the Target Net Cash/Debt and sets out the Working Capital Statement and the Net Cash/Debt Statement and the components comprised within the statements.
The determination of any item that is a component of Closing Net Cash/Debt Amount, Closing Net Working Capital and/or the Closing Company Transaction Expenses and is the subject of a dispute cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for any particular item in the Closing Statement or the Notice of Disagreement (or, if different, the value claimed by the relevant party at the end of such thirty (30) calendar day period).
If the sum of the Cash Amount less the Debt Amount set forth on the Pre-Closing Statement (the “Estimated Net Cash/Debt Amount”) is greater than US$0.00, then the Purchase Price shall be adjusted upward by an amount equal to such difference and Purchaser shall cause Seller Sub, Seller Parent Sub or any other Smart Shirts Entity to pay such amount to Seller within three (3) Business Days after the Closing, by wire transfer of immediately available funds.
An amount equal to the sum of (i) Actual Consolidated Net Cash/Debt Amount less Estimated Consolidated Net Cash/Debt Amount, (ii) Actual Inventory Adjustment Amount less the Estimated Inventory Adjustment Amount, and (iii) Estimated GRP Adjustment Amount less Actual GRP Adjustment Amount, shall be referred to as the “Adjustment Amount”.
If the Purchaser does not submit its final proposal for the determination of the Completion Net Cash/Debt and/or the Completion Net Working Capital within the specified time period, the Completion Statement shall be deemed final and binding upon the Parties.
The Preliminary Purchase Price shall be (A) USD one hundred and ten million (110,000,000) plus (B) the Benchmark Net Cash/Debt (such net amount referred to hereinafter as the "Completion Payment").
No less than 5 Business Days prior to the Completion Date the Seller shall deliver to the Buyers the draft Estimated Initial Consideration Statement which shall be prepared in good faith and which shall set out the Estimated Completion Working Capital and the Estimated Completion Net Cash/Debt.
If the Estimated Net Cash/Debt Amount is less than US$0.00, then the Purchase Price shall be adjusted downward by an amount equal to such difference.
The calculation of the Completion Net Cash/Debt and the Completion Net Working Capital shall be prepared by using currency exchange rates applicable as of the Completion Date as quoted by Reuters on page 1 FED Federal Reserve Bank of New York currency fixing rates at 10.00 am EST on the Completion Date.