Closing Date Net Cash definition

Closing Date Net Cash has the meaning set forth in Section 3.3(b).

Closing Date Net Cash means the difference of (a) the amount of cash and cash equivalents of the Company and its Subsidiaries (excluding the Closing Option Proceeds) as of immediately prior to the Closing, less (b) the amount of Indebtedness of the Company and its Subsidiaries as of immediately prior to the Closing, as determined in accordance with GAAP.

Closing Date Net Cash and such estimate referred to as “Estimated Net Cash”) and (y) the Aggregate Discounted Amount (such estimate referred to as the “Estimated Aggregate Discounted Amount”). Following the Closing, the parties shall calculate and agree upon Closing Date Net Cash and the Aggregate Discounted Amount (or failing such agreement under Section 2.8(a), Closing Date Net Cash and Aggregate Discounted Amount will be determined as provided in Section 2.8 using the procedural requirements set forth in Section 2.8). To the extent Estimated Net Cash exceeds Closing Date Net Cash, Seller Parent shall pay to Buyer such excess in U.S. dollars. To the extent Closing Date Net Cash exceeds Estimated Net Cash, Buyer shall pay to Seller Parent such excess in U.S. dollars. To the extent Estimated Aggregate Discounted Amount exceeds Aggregate Discounted Amount, Buyer shall pay to Seller Parent such excess in U.S. dollars. To the extent Aggregate Discounted Amount exceeds Estimated Aggregate Discounted Amount, Seller Parent shall pay Buyer such excess in U.S. dollars. Such payment shall be made contemporaneously with, and without duplication of, payments between the parties pursuant to Section 2.8(d).

Examples of Closing Date Net Cash in a sentence

• Upon delivery of such statement by Purchaser to the Company, Purchaser shall provide the Company and its representatives with reasonable access during business hours to the books and records of the Operating Subsidiaries and their respective Subsidiaries in order to allow the Company and its representatives to verify the accuracy of the determination by Purchaser of the Closing Date Net Cash Amount.

• Upon completion of the Closing Date Financial Statements, Philips shall derive from the Closing Date Net Cash Statement the Net Cash Position as of the Closing Date (the “Closing Date Net Cash Position”) and from the Closing Date Net Working Capital Statement the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”) and deliver each such statement along with such amounts to Newco.

• Each of Monsoon Closing Date Net Cash, Monsoon Closing Date Working Capital and Indigo Closing Date Working Capital shall be calculated in accordance with the Agreed Accounting Principles and the definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).

• For purposes of calculating the Closing Date Net Cash Position and the Closing Date Net Working Capital, any amounts in currencies other than Euros shall be translated into Euros using the applicable exchange rates prevailing on the Closing Date.

• All conversions necessary to calculate the Closing Date Net Cash shall be made in accordance with the procedure set forth in this Section 4.1.3 as of the Closing Date.

• Prior to or concurrently with the Closing hereunder, the Sellers shall cause the Company to accrue a liability in the amount of $5,000 in connection with the costs to be incurred by the Purchaser or the Company for the preparation of the Draft Closing Date Balance Sheet and the Draft Closing Date Net Cash Statement.

• The Arbiter shall be directed to render a written report on the unresolved disputed issues with respect to the Closing Date Net Cash and Post-Closing Adjustment as promptly as practicable, and to resolve only those issues in dispute.

• With respect to the period commencing on January 1, 2007 the Purchaser shall be entitled to all ancillary rights pertaining to the Shares including the right to receive dividends, provided that Seller shall be entitled in accordance with the terms in Section 4 (Closing Date Net Cash purchase price adjustment) to the cash generated by the Company in the period commencing on January 1, 2007 and ending on and including the Closing Date.

• If the Final Closing Date Net Cash is positive or zero, Representative shall instruct the Cash Escrow Agent to disburse the Hold-Back Cash and any accrued interest thereon to the Company Shareholders.

• If the negative Final Closing Date Net Cash exceeds the amount of Hold-Back Cash, the Company Shareholders shall pay the amount of the deficiency to Parent within three (3) business days following the final determination of the Final Closing Date Net Cash via wire transfer pursuant to instructions provided by Parent to Representative.

More Definitions of Closing Date Net Cash

Closing Date Net Cash shall have the meaning as set forth below and shall be calculated on the basis of the Purchase Price Determination Statements (as defined below) for the period ending on the Closing Date.

Closing Date Net Cash means the amount denominating in Euro equaling the sum of

Closing Date Net Cash means the aggregate of all general ledger balances standing to xxxxx cash and bank accounts (credit and overdraft) at the Closing Date of TDI as determined and validated by the Buyer’s auditors.

Closing Date Net Cash means either (i) the Net Cash as set forth on Parent’s Closing Date Net Cash Statement if not contested by the Stockholders’ Representative or (ii) if Parent’s Closing Date Net Cash Statement is contested by the Stockholders’ Representative, the Net Cash as set forth on the Price Adjustment Accountant’s Closing Date Net Cash Statement.

Closing Date Net Cash shall have the meaning as set forth in Section 1.3(e)(i)(3).