Proposed Closing Cash definition

Proposed Closing Cash shall have the meaning set forth in Section 3.3(a).

Proposed Closing Cash means Buyer’s good faith, proposed final calculation of the Cash of the Company and the Company Subsidiaries as of the Effective Time. 70

Proposed Closing Cash has the meaning set forth in Section 2.03(b) hereof.

Examples of Proposed Closing Cash in a sentence

• The Unaffiliated Accounting Firm shall resolve the differences regarding Spinco’s Proposed Statement, the Proposed Final Net Working Capital Amount and the Proposed Closing Cash based solely on the information provided to the Unaffiliated Accounting Firm by the Parties pursuant to the terms of this Agreement and not by independent review.

• To the extent Parent does not object within the time period contemplated by this Section 2.08(a) to a matter in the statement of the Proposed Closing Cash or the Proposed Final Net Working Capital Amount prepared and submitted by Spinco, Parent shall be deemed to have accepted Spinco’s calculation and presentation in respect of the matter and the matter shall not be considered to be in dispute.

• Promptly after joint engagement of the Unaffiliated Accounting Firm, Parent and Spinco shall provide the Unaffiliated Accounting Firm with a copy of this Agreement, the Accounting Principles, Spinco’s Proposed Statement, Spinco’s statement of the Proposed Closing Cash and the Proposed Final Net Working Capital Amount (as applicable) and Parent’s written notice of objections thereto.

• The Unaffiliated Accounting Firm’s authority shall be limited to resolving disputes with respect to whether the individual disputed items on Spinco’s Proposed Statement and Spinco’s statement of the Proposed Final Net Working Capital Amount and the Proposed Closing Cash were prepared in accordance with the terms of Section 2.08(b).

More Definitions of Proposed Closing Cash

Proposed Closing Cash has the meaning set forth in Section 1.3(b). “Proposed Closing Balance Sheet” has the meaning set forth in Section 1.3(b). “Proposed Closing Indebtedness” has the meaning set forth in Section 1.3(b). “Proposed Closing Net Working Capital” has the meaning set forth in Section 1.3(b).