Determination of Net Cash Sample Clauses

Determination of Net Cash. Advance Balance as at the ---------------------------------------------------- Closing. Purchaser shall have 30 days following receipt of the Closing ------- Statement to conduct a review of the Cash Advance statement contained therein. Seller's determination of the Net Cash Advance Balance shall be conclusive and binding on the parties hereto, absent manifest error (it being understood and agreed that no Cash Advance in respect of the Excluded Assets or Excluded Liabilities or relating to an Unrelated Business shall be included on the Closing Statement). If Purchaser fails to raise an objection to the Net Cash Advance Balance during such 30 days period, Purchaser shall be deemed to have accepted the Net Cash Advance Balance as set forth in the Closing Statement. Any objections to the Net Cash Advance Balance raised by Purchaser shall be resolved in good faith by the parties hereto within 15 days of receipt of any timely objection. Purchaser shall have no right to object to the methods, procedures and principles used by Seller in determining or recording the Cash Advances. If Seller and Purchaser cannot resolve Purchaser's objections within such 15 days period, Seller and Purchaser shall, within 10 days following the expiration of such 15 days period, select a mutually acceptable accounting firm to resolve such objections. If Seller and Purchaser are unable to agree as to the selection of such accounting firm before the expiration of such 10 days period, the parties hereto irrevocably designate Deloitte & Touche as the accounting firm. The selected accounting firm shall be retained jointly by Seller and Purchaser on the condition, among other things, that it shall resolve Purchaser's objections and provide a revised Closing Statement to Seller and Purchaser within 30 days after its selection. The Closing Statement, as accepted by Purchaser without objection or as revised by mutual agreement of the parties hereto or by the accounting firm (in any such case, the "Final Closing Statement"), shall be conclusive and binding on the parties hereto. Seller and Purchaser shall each pay one-half of the fees and expenses of any accounting firm retained pursuant to this Subsection 5.18.
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Determination of Net Cash. (a) Not less than ten days prior to the Closing (the “Determination Date”), Parent will deliver to the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, Parent’s good faith, estimated calculation of Net Cash (as determined in accordance with the definition of Net Cash) (the “Net Cash Calculation” and the date of delivery of such schedule, the “Delivery Date”) as of the projected Closing Date, prepared and certified by the Vice President-Finance of Parent. If the Closing does not occur within 15 days from the Delivery Date, then an updated Net Cash Schedule shall be delivered to the Company in accordance with this Section 1.11. Parent shall make available to the Company, as reasonably requested by the Company, the work papers and back-up materials used or useful in preparing the Net Cash Schedule. (b) Within five days after the Delivery Date (the last day of such period, the “Response Date”), the Company shall have the right to dispute any part of the Net Cash Schedule by delivering a written notice to that effect to Parent (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such proposed revisions. (c) If, on or prior to the Response Date, (i) the Company notifies Parent in writing that it has no objections to the Net Cash Calculation set forth in the Net Cash Schedule or (ii) the Company fails to deliver a Dispute Notice as provided in Section 1.11(b), then the Net Cash Calculation as set forth in the Net Cash Schedule shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (d) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Parent and the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (e) If Representatives of Parent and the Company are unable to negotiate an agreed-upon determination of the Net Cash or any component thereof pursuant to Section 1.11(d) within two Business Days after delivery o...
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Determination of Net Cash. (i) Within two (2) calendar days following the Determination Date (using the then-expected Closing Date to determine such deadline), M-CO will deliver to Leap a schedule (the “Net Cash Schedule”) setting forth a good faith estimate of the Net Cash (as determined in accordance with the definition of Net Cash) (the “Net Cash Calculation”) as of immediately prior to Closing prepared by M-CO’s Chief Financial Officer, together with the work papers and back-up materials used in preparing the applicable Net Cash Schedule. The calculation of Net Cash thereon shall be consistent with the presentation, methodologies and assumptions used in preparing M-CO’s calculation of Net Cash set forth on Exhibit E hereto, which calculation has been prepared for illustrative purposes as though the Closing Date was June 30, 2016. (ii) Within two (2) Business Days after M-CO delivers the Net Cash Schedule to Leap (the “Response Date”), Leap will have the right to dispute any part of such Net Cash Schedule (so long as such dispute will have an effect, if correct, on the Leap Percentage or the Adjusted Percentage) by delivering a written notice to that effect to M-CO (a “Dispute Notice”), except that the foregoing provisions of this sentence shall be subject to the provisions of Section 2.01(c)(v) below. Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such proposed revisions. (iii) If on or prior to the Response Date, (A) Leap notifies M-CO in writing that it has no objections to the Net Cash Calculation set forth in the Net Cash Schedule or (B) Leap fails to deliver a Dispute Notice as set forth above, then, subject to the provisions of Section 2.01(c)(v) below, the Net Cash Calculation as set forth in the Net Cash Schedule will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash for purposes of this Agreement. (iv) If Leap delivers a Dispute Notice on or prior to the Response Date as provided above or if the provisions of Section 2.01(c)(v) below become applicable (the “Net Cash Dispute”), then the Parties shall attempt to resolve the underlying dispute in good faith. If the Parties agree on the amount of any of the deviations from the Net Cash Schedule, the amount they agree upon will be final. If the Parties, notwithstanding such good faith effort, fail to resolve such dispute ...
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Related to Determination of Net Cash

  • Determination of Net Asset Value, Net Income and Distributions Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.