Closing Date Net Cash definition

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

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Closing Date Net Cash means, as of the Closing Date, the difference between (i) the amount of cash held by the Company and (ii) the sum of (A) the total amount of all customer deposits, (B) income taxes of the Company incurred or relating to periods on or prior to the Closing that have not be paid before the Closing; (C) the total debt amount owed by the Company in respect of borrowed money; and (D) fifty percent (50%) of the cost to purchase and install the Filling Machine.

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

Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Monsoon Closing Date Working Capital, Monsoon Closing Date Net Cash or Indigo Closing Date Working Capital not being calculated in accordance with this Agreement (including the Agreed Accounting Principles).
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).
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.
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.
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 Net Cash exceeds Closing Date Net Cash, Seller Parent shall pay to Buyer such excess in U.S. dollars.
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).
Such report and calculation of the Final Closing Date Net Cash shall be final, binding and conclusive on the parties.
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 means the aggregate of all general ledger balances standing to ▇▇▇▇▇ 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 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 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 means the amount denominating in Euro equaling the sum of

Related to Closing Date Net Cash

Closing Date Cash has the meaning specified in Section 3.4(a).
Estimated Closing Date Net Working Capital has the meaning specified in Section 3.3.
Closing Date Net Working Capital has the meaning specified in Section 3.4(a).
Closing Date Working Capital has the meaning specified in Section 2.3(b).
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

Related to Closing Date Net Cash

Filter & Search

Related Definitions