Cash Position Clause Samples

Cash Position. The Borrower agrees from time to time, on or before the earlier of the consummation of the merger pursuant to the Merger Agreement or the date of termination of the Merger Agreement, to provide to the Administrative Agent upon its request (and the Administrative Agent shall make a copy available to the Lenders) a report in reasonable detail of the cash position of the Borrower and its Subsidiaries.

Cash Position. Borrower will maintain average outstanding collected deposit balances of not less than $4,000,000, to be tested quarterly.

Cash Position. The summary of the cash position of the Corporation and its subsidiaries included in the Disclosure Letter is true and correct, subject to a variance of up to 10%. March 12, 2010 PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l. ▇▇▇▇ ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇. West Suite 2800 Montréal, Quebec Canada H3B 2G4 Telephone +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ Fax +▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Chairman Special Committee of the Board of Directors Optimal Group Inc. ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Dear ▇▇. ▇▇▇▇▇: As agreed, we have determined the fair market value of the 5,148,735 issued and outstanding Class “A” shares of Optimal Group Inc. as at December 31, 2009. Enclosed herein is our Opinion stating that the fair market value of all of the Class “A” shares ranges between $2.01 and $2.55 per share. These values are based on information available at the date of this report and are subject to the restrictions, limitations and assumptions described in our report. We trust that you will find this information satisfactory and we remain at your disposal to discuss any matter that you deem appropriate. Yours very truly, Transaction Advisory Services “PricewaterhouseCoopers” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership, or, as the context requires, the PricewaterhouseCoopers global network or other member firms of the network, each of which is a separate legal entity.

Cash Position. On or prior to the tenth Business Day of each fiscal month of Holdings, Holdings shall provide a statement of the cash position of Holdings and its Subsidiaries as of the last day of the immediately preceding fiscal month of Holdings, which cash position statement shall include (x) a description of the aggregate amount of cash and Cash Equivalents on hand at each of Holdings and its Subsidiaries (on an individual basis) and (y) a description (including name of financial institution and account number) of the bank accounts where such cash and Cash Equivalents are held, together with, in each case, the amount of cash and Cash Equivalents held therein."

Cash Position. Borrower will maintain average outstanding collected deposit balances of not less than $6,000,000, to be tested quarterly.” 6. In order to cause the Obligations to equal each Lender’s Commitment Percentage, as amended by this First Amendment, Borrower and Lender hereby consent and agree that, on the date hereof, M&T and VNB shall cause Revolving Credit Loans to be made in such amounts as set forth on Schedule 6 attached hereto and made a part hereof (identified therein as the “Reallocation Amounts”). The Reallocation Amounts shall be paid and delivered, by wire transfer within one (1) business day of the date hereof, to each of IDB and Leumi, as the case may be, as more particularly described on Schedule 6, pursuant to wire instructions to be provided, and shall be applied by IDB and Leumi, as the case may be, as a partial repayment of outstanding Revolving Credit Loans due such Lender, without prepayment penalty or premium. 7. The effectiveness of this First Amendment shall be expressly subject to receipt by the Lender of the following items: (a) a fully executed First Amendment; (b) a fully executed Revolving Credit Note in the form attached as Exhibit A; (c) payment of all costs and expenses incurred by the Lender; (d) payment to Lender of the commitment fees in the amount set forth on Schedule 7(d) attached hereto, which the Borrower and Guarantors acknowledge was earned by the Lender in connection with this First Amendment; (e) payment to the Lender’s counsel for fees and expenses in connection with the preparation, negotiation and execution of this First Amendment; and (f) such other agreements and instruments as the Lender reasonably deems necessary to carry out the terms and provisions of this First Amendment. 8. All terms and conditions of the Loan Agreement, except as modified by this agreement are hereby affirmed and ratified. 9. Borrower hereby represents and warrants that: (a) Except as set forth on the attached schedules, any and all of the representations, warranties and schedules contained in the Loan Agreement or any of the other Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date; (b) Except as otherwise expressly disclosed to Lender in writing by Borrower, no event has occurred and is continuing which constitutes an Event of Default under the Loan Agreement or under any of the other Loan Documents or which upon the giving of notice or the lapse of time or both wo...

Cash Position. Borrower shall maintain a minimum balance sheet cash position of $20,000,000.00. (n) Section 7.2(a) of the Agreement is deleted and replaced with the following: (a) Agent or the Banks may reduce the Commitment Amount to the Borrowing Base and/or the Letter of Credit Sublimit to one-half of the Borrowing Base. (o) The definition of "Effective Date" as defined in Section 1 of the Security Agreement is deleted and replaced with the following: "Effective Date" means August 29, 1997.

Cash Position. The cash balances shown on the Corporate Cash Report dated as of July 26, 2001 certified by James Gilley and Gene Bertcher represents the approxi▇▇▇▇ ▇▇▇▇▇ cash ▇▇▇ ▇▇▇▇ ▇▇▇▇valents for the Company and its Subsidiaries. The uses of cash shown on the Corporate Cash Requirements Report dated as of July 26, 2001 certified by James Gilley and Gene Bertcher represents the approxima▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ and its Subsidiaries. (dd) Bankruptcy. Neither the Company nor any of the Assignors has (i) filed a petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal, state or foreign bankruptcy, debtor relief or other similar law, (ii) consented to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) of such Greenbriar Party or of any substantial part of any such Person's assets, (iii) made a general assignment for the benefit of creditors, (iv) taken any corporate action to authorize any of the foregoing or (v) admitted in writing its inability to, or shall be generally unable to, pay its debts as such debts become due.

Cash Position. Parent shall have Cash of at least Two Hundred Eighty-Two Million Dollars ($282,000,000) immediately prior to the Closing.

Cash Position. The Cortech Disclosure Schedule sets forth the projected cash position of Cortech as of December 31, 1997 and March 31, 1998 and, if the Closing shall not have theretofore occurred, projected expenses for the months of April and May 1998 (the "CORTECH CASH PROJECTION").