Retained Cash Balances means the aggregate amount of all cash and cash equivalents in Bank Accounts at the Closing; provided, however, that (i) only 50% of all cash and cash equivalents in Bank Accounts of Transferred Companies other than U.S. Transferred Companies and European Transferred Companies shall be taken into account; (ii) no cash and cash equivalents in Bank Accounts of Non-Controlled Companies shall be taken into account; and (iii) only 50% of all cash and cash equivalents in Bank Accounts of Viance in excess of $2.0 million shall be taken into account.
Retained Cash Balances means all cash and cash equivalents in accounts of the Transferred Companies (listed in Schedule 2.21 of the Disclosure Letter) at the Closing.
Retained Cash Balances means the balances of all cash, deposit, money market and the like accounts of Mercer immediately following the Closing. "SECTION 338 DELTA" has the meaning set forth in Section 6(e)(xi). "SECTION 338 ELECTIONS" has the meaning set forth in Section 6(e)(ix). "SECTION 338 TAXES" has the meaning set forth in Section 6(e)(xi). "SECURITIES ACT" means the Securities Act of 1933, as amended. "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge, or other lien, other than (a) mechanic's, materialmen's and similar liens, (b) liens for Taxes not yet due and payable (or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings), (c) liens arising under workers' compensation, unemployment insurance, social security, retirement and similar legislation, (d) liens arising in connection with sales of foreign receivables, (e) liens on goods in transit incurred pursuant to documentary letters of credit, (f) purchase money liens and liens securing rental payments under capital lease arrangements and (g) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money. "SELLER" has the meaning set forth in the preface above. "STRADDLE PERIOD" shall mean any Tax period that begins before and ends after the Closing Date. "SUBSIDIARY" means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect a majority of the directors. "TAX" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value
Examples of Retained Cash Balances in a sentence
The Purchase Price payable at Closing shall be calculated in accordance with Section 1.2 as if Seller’s estimate of Retained Cash Balances, Company Indebtedness, and Transaction Costs set forth in the Estimated Closing Statement was the actual amount of Retained Cash Balances, Company Indebtedness, and Transaction Costs.
The aggregate consideration for the Shares (inclusive of the Adjustment Escrow Deposit, the Indemnity Escrow Deposit, and the LTIP Amount) shall be U.S.$1,200,000,000, (a) increased by Retained Cash Balances, (b) decreased by the amount of the Company Indebtedness, if any, and (c) decreased by the amount of Transaction Costs (the “Base Purchase Price”).
Seller and Buyer agree that that the procedure set forth in this Section 1.5 for resolving disputes with respect to Closing Working Capital, Retained Cash Balances, Company Indebtedness, and Transaction Costs shall be the sole and exclusive method for resolving such disputes, provided that the parties agree that judgment may be entered upon the determination of the Selected Accountant in any court having jurisdiction over the party against which such determination is to be enforced.
More Definitions of Retained Cash Balances
Retained Cash Balances means the balances of all cash, deposit, money market and the like accounts of the Companies (other than the Concentration Accounts and Control Disbursement Accounts) immediately following the Closing.
Retained Cash Balances means all cash and cash equivalents in the accounts of the Companies (including for this purpose the accounts of OM Group Ultra Pure Chemicals SAS) and the Subsidiary (set forth in Section 3.23 of the Seller Disclosure Letter) at the Closing. The parties estimate that Retained Cash Balances at the Closing will be approximately $200,000.
Retained Cash Balances means all unrestricted cash and cash equivalents in Bank Accounts at the Closing.
Retained Cash Balances means the amount of all cash (net of outstanding checks) and bank deposits, cash equivalents (collectively, “Cash and Cash Equivalents”) of each Transferred Company determined as of 12:01 a.m. (U.S. Eastern Time) on the Closing Date; provided, however, that Cash and Cash Equivalents of Endpoint shall only be included in Retained Cash Balances to extent of the Company’s direct or indirect equity ownership interest in Endpoint. In determining Retained Cash Balances, foreign currencies shall be converted into U.S. dollars at the average daily exchange rate based on the Oanda foreign currency exchange rate (xxx.xxxxx.xxx) for the Business Day immediately preceding the Business Day on which Seller delivers to Buyer the Estimated Closing Statement.
Retained Cash Balances means cash in hand, whether accessible by notice or otherwise, cash held in banks or similar financial institutions, securities with a maturity of less than one year and convertible into cash and investments in shares, securities and similar instruments held by any member of the Seller’s Group, in relation to the Business, other than the Group Companies’ Cash Balances;
Retained Cash Balances means the amount of all cash (net of outstanding checks) and bank deposits, cash equivalents (collectively, “Cash and Cash Equivalents”) of each Transferred Company determined as of 12:01 a.m. (U.S. Eastern Time) on the Closing Date; provided, however, that Cash and Cash Equivalents of Endpoint shall only be included in Retained Cash Balances to extent of the Company’s direct or indirect equity ownership interest in Endpoint. In determining Retained Cash Balances, foreign currencies shall be converted into U.S. dollars at the average daily exchange rate based on the Oanda foreign currency exchange rate (www.oanda.com) for the Business Day immediately preceding the Business Day on which Seller delivers to Buyer the Estimated Closing Statement.