Seller Cash definition

Seller Cash means the amount of cash and cash equivalents (determined in accordance with GAAP) held by Seller as of the close of business on the day prior to the Closing Date.
Sample 1
Seller Cash means all xxxx xx hand or on deposit to the credit of WARNECKE DESIGN SERVICE, INC. and WARNECKE RENTALS, L.L.C. on Xxxxx 00, 2005;
Sample 1
Seller Cash means, as of a given time cash proceeds from products sold at auction and collected from buyers by the Company and/or its Subsidiaries, which are temporarily held by the Company and/or its Subsidiaries and payable to the seller in the auction transaction, net of transaction fees due to the Company and/or its Subsidiaries, whether or not the cash is classified on the consolidated balance sheet as cash or restricted cash.
Sample 1

Examples of Seller Cash in a sentence

  • The trust fund balance at Closing is estimated to be approximately $247,100,000, assuming no redemptions and excluding payment of transaction expenses and Seller Cash Consideration.

  • The Investors in connection with the Merger received consideration comprised of (i) an aggregate amount not to exceed $90,000,000 in cash (including certain bonus amounts payable to management of the U.S. Borrower) (the “Seller Cash Consideration”) and (ii) Equity Interests in Capitol constituting approximately 45% of the issued and outstanding Equity Interests of Capitol (together with the Seller Cash Consideration, the “Acquisition Consideration”).

  • Although there are consequences for the Seller if the Seller Share drops below the Minimum Seller Share, save to the extent that the Seller is required to make a Mandatory Seller Cash Contribution, there is no direct obligation on the Seller to maintain the Seller Share at or above the Minimum Seller Share level.

  • The proceeds of any Seller Cash Contributions may be applied by the Mortgages Trustee as consideration for the purchase of New Mortgage Loans and their Related Security pursuant to the terms of the Mortgage Sale Agreement.

  • If such Seller Cash Contribution is not applied as consideration for the purchase of New Mortgage Loans and their Related Security prior to the Trust Calculation Date immediately following the date on which such Seller Cash Contribution occurred, such amounts will be applied as Mortgages Trustee Available Principal Receipts to be distributed in accordance with the Mortgages Trustee Principal Priority of Payments on the following Distribution Date.

  • Upon payment by the Seller to the Mortgages Trustee of a Seller Cash Contribution, the Trust Property shall be increased by an amount equal to such Seller Cash Contribution, and such Seller Cash Contribution shall result in a corresponding increase in the Seller Share.

  • Unless the parties otherwise agree, Buyer shall pay all invoiced amounts to Seller Cash In Advance (CIA).

  • Prior to or at the Closing, Purchaser shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement for the following: (a) the redemption of any shares validly requested by Redeeming Stockholders and (b) the payment of the amounts set forth in this Agreement (including each Seller’s Seller Cash Consideration, the Blocker GP Sale Consideration and the aggregate Blocker Merger Consideration).

  • Eight Hundred Thousand and No/100 Dollars ($800,000.00) shall be paid by Buyer to the Title Company in the form of a certified check or confirmed wire transfer of immediately available federal funds, and shall be disbursed by the Title Company to Seller ("Cash at Closing").

  • In the event that the Estimated Net Working Capital set forth on the Pre-Closing Working Capital Schedule is less than the Net Working Capital Target, then, in accordance with Section 2.2, the Seller Cash Purchase Price shall be reduced by the amount by which the Estimated Net Working Capital reflected on the Pre-Closing Working Capital Schedule is less than the Net Working Capital Target (the “Estimated Net Working Capital Refund”).


More Definitions of Seller Cash

Seller Cash means all cash on hand or on deposit to the credit of IMSP on June 30, 2005;
Sample 1

Related to Seller Cash

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

  • Indemnity Escrow Amount means $3,000,000.

  • Escrow Cash is defined in Section 4.1(a).

  • Seller Losses shall have the meaning set forth in Section 9.1(b).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

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

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

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.

  • Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.

  • Buyer Losses has the meaning set forth in Section 10.1(a).

  • Working Capital Escrow Amount means $2,000,000.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Petty Cash means a sum of money set aside on an imprest basis for the purpose of making change or paying small obligations.

  • Cash on Hand means, as of any date, all xxxxx cash, vault cash, teller cash, ATM cash, prepaid postage and cash equivalents held at a Branch.

  • Sellers has the meaning set forth in the preamble.

  • Excluded Asset Disposition means an Asset Disposition permitted pursuant to Section 7.05 other than Asset Dispositions pursuant to Sections 7.05(vii), (xiii), and (xv).

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Excluded Assets has the meaning set forth in Section 2.2.

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

  • Cash or Cash Equivalents means (a) cash; (b) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (c) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within ninety (90) days after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (d) domestic corporate bonds, other than domestic corporate bonds issued by Borrower or any of its Affiliates, maturing no more than two (2) years after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A or the equivalent from any two (2) of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (e) variable-rate domestic corporate notes or medium term corporate notes, other than notes issued by Borrower or any of its Affiliates, maturing or resetting no more than one (1) year after the date of acquisition thereof and having a rating of at least A or the equivalent from two of S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (f) commercial paper (foreign and domestic) or master notes, other than commercial paper or master notes issued by Borrower or any of its Affiliates, and, at the time of acquisition, having a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch and having a short-term rating of at least A-2 and P-2 from S&P and Moody’s, respectively (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent); (g) domestic and foreign certificates of deposit or domestic time deposits or foreign deposits or bankers’ acceptances (foreign or domestic) in Dollars, Hong Kong Dollars, Singapore Dollars, Pounds Sterling, Euros or Yen that are issued by a bank (I) which has, at the time of acquisition, a long-term rating of at least A or the equivalent from S&P, Moody’s or Fitch (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as are reasonably acceptable to Administrative Agent) and (II) if a domestic bank, which is a member of the Federal Deposit Insurance Corporation; (h) overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments, provided that the collateral supporting such repurchase agreements shall have a value not less than 101% of the principal amount of the repurchase agreement plus accrued interest; and (i) money market funds invested in investments substantially all of which consist of the items described in clauses (a) through (h) above.

  • Seller Expenses has the meaning set forth in Section 11.1.

  • Escrow Amount has the meaning set forth in Section 2.1(c).

  • Indemnity Escrow Account means the escrow account established by the Escrow Agent pursuant to the terms of the Escrow Agreement for purposes of holding the Indemnity Escrow Amount.