Final Closing Net Cash definition

Final Closing Net Cash will be the calculation of the Closing Net Cash contained in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.4(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon by the Seller and Purchaser.

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Final Closing Net Cash will be the calculation of the Closing Net Cash contained in (i) the Closing Net Cash Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not dispute any items relating to the Closing Net Cash Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement 24 of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon in writing by the Seller and Purchaser.

Final Closing Net Cash shall have the meaning set forth in Section 2.6(c)(iii).

Examples of Final Closing Net Cash in a sentence

No matter shall be the subject of a claim by an Indemnified Party for any Loss to the extent that the amount of such Loss has been fully and accurately reflected in the Final Closing Working Capital or the Company Indebtedness included in the calculation of Final Closing Net Cash.
If the Final Closing Net Cash is greater than the Estimated Closing Net Cash, then the Purchaser will pay to the Seller the absolute value of such difference in accordance with Section 2.4(h).
If the Final Closing Net Cash as finally determined pursuant to this Section 2.5 is less than $0, then Seller shall pay to Purchaser the amount of such difference in cash.
If Seller does not deliver a Dispute Notice to Purchaser within 60 days after receipt of the Net Working Capital and Net Cash Calculation, the Net Working Capital and Net Cash Calculation shall be deemed the Final Closing Net Working Capital and Final Closing Net Cash for all purposes hereunder.
If the Final Closing Net Cash as finally determined pursuant to this Section 2.5 is greater than $0, then Purchaser shall pay to Seller the amount of such difference in cash.
Such payments will be made within five Business Days following the final determination of the Final Closing Net Working Capital and Final Closing Net Cash in accordance with this Section 2.5. Any amounts payable by Seller or Purchaser pursuant to this Section 2.5(d) shall be offset and reduced by the amount payable to Seller or Purchaser, as applicable, by the other Party pursuant to this Section 2.5(d).
Such payments will be made within ten (10) Business Days following the final determination of the Final Aggregate Closing Net Working Capital Amount and/or Final Closing Net Cash in accordance with this Section 2.3.
If the Final Closing Net Cash is less than the Estimated Closing Net Cash, then the Seller will pay to the Purchaser the absolute value of such difference in cash in accordance with Section 2.4(h).
Prior to the end of such 60 day period, Seller may accept the Net Working Capital and Net Cash Calculation by delivering written notice to that effect to Purchaser, in which case the Net Working Capital and Net Cash Calculation shall be deemed the Final Closing Net Working Capital and the Final Closing Net Cash for all purposes hereunder when such notice is given.

More Definitions of Final Closing Net Cash

Final Closing Net Cash. Section 3.2(f)(i)

Final Closing Net Cash shall be equal to the Closing Net Cash in the statement delivered by Parent pursuant to Section 5.2(a) in the event there is no timely Stockholders’ Agent’s Objection and shall be equal to the Net Cash as agreed to by Parent and the Stockholders’ Agent or as determined by Independent Accountant in the event of a timely Stockholders’ Agent’s Objection.

Related to Final Closing Net Cash

Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).
Final Closing Working Capital has the meaning set forth in Section 2.4(e).
Final Closing means the last closing under the Private Placement;
Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

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