Purchaser Net Cash definition

Purchaser Net Cash means the amount (which may be a positive or negative number) equal to (a) all Cash Equivalents minus (b) all outstanding Funded Indebtedness, in each case, of Purchaser and its Subsidiaries (other than the Conveyed Subsidiaries and their Subsidiaries), as of 12:01 a.m. (New York time) on the Closing Date; provided that all proceeds, payments or consideration received by Purchaser Parent or any of its Affiliates (including Purchaser and its Subsidiaries) as a result of any action taken (or agreed to be taken) by Seller Parent, Purchaser Parent, Purchaser or any of their respective Affiliates pursuant to Section 6.3 shall be excluded from the calculation of Purchaser Net Cash.
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Examples of Purchaser Net Cash in a sentence

  • At the Effective Time, the Company shall have, and shall deliver to Purchaser, Net Cash of not less than US $1,327,000 ("Targeted Net Cash").

Related to Purchaser Net Cash

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Net Cash means (a) the sum of Tigris’ and its Subsidiaries’ cash and cash equivalents, marketable securities, accounts and interest receivable and deposits (to the extent refundable to Tigris), in each case as of the close of business on the last Business Day prior to the date of determination, determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (b) the sum of Tigris’ and its Subsidiaries’ accounts payable and accrued expenses (other than accrued expenses listed below), in each case as of such date and determined in a manner consistent with the manner in which such items were historically determined and in accordance with Tigris’ Audited Financial Statements and Unaudited Interim Balance Sheet minus (c) the cash cost of any change of control payments or severance payments that are or become due to any employee of Tigris or its Subsidiaries minus (d) the cash cost of any accrued and unpaid retention payments due to any employee of Tigris or its Subsidiaries as of the Closing Date, minus (e) any remaining fees and expenses (including, but not limited to, any attorney’s, accountant’s, financial advisor’s or finder’s fees) as of such date for which Tigris or any of its Subsidiaries is liable incurred by Tigris or any of its Subsidiaries in connection with this Agreement and the Contemplated Transactions or otherwise minus (f) the fees and expenses of the Accounting Firm allocated to Tigris pursuant to Section 1.6(e), minus (g) any bona fide current liabilities payable in cash, in each case to the extent not cancelled at or prior to the Determination Date; provided that in no event shall any liabilities or accruals relating to the Legal Proceeding described on Schedule D hereto be taken into account as a reduction in Net Cash, minus (h) any unpaid amounts payable by Tigris in satisfaction of its obligations under Section 5.7(c) for the period after the Closing, plus (i) the amount of any outstanding principal and accrued interest under the Tigris Note as of the Anticipated Closing Date in excess of $3,508,750, plus (j) any amounts due to be reimbursed to Tigris by Potomac pursuant to Section 9.3(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Working Capital Escrow Amount means $500,000.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Gross Settlement Amount means $633,000.00 which is the total amount Defendant agrees to pay under the Settlement except as provided in Paragraph 9 below. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, the LWDA PAGA Payment, Class Counsel Fees, Class Counsel Expenses, Class Representative Service Payment and the Administrator’s Expenses.

  • Closing Net Working Capital has the meaning set forth in Section 2.6(a).

  • Adjusted gross proceeds means gross proceeds less cash prizes, cost of

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Holdback Amount has the meaning set forth in Section 2.06(a).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Adjustment Escrow Amount means $1,000,000.