Company Net Working Capital Certificate definition

Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of Parent dated as of the Closing Date, certifying a good faith estimate of the amount of Company Net Working Capital.
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Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital (including (i) an itemized list of the Company’s consolidated total current assets, and (ii) an itemized list of the Company’s consolidated total current liabilities) unpaid Company Debt (including an itemized list of each Company Debt) and unpaid Transaction Expenses (including an itemized list of each Transaction Expense), which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Acquirer to verify and determine the amount of Company Net Working Capital and Company Debt.
Sample 1
Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital (including (i) the Company’s balance sheet as of the Closing Date prepared on a consistent basis with the Company Balance Sheet, (ii) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iii) an itemized list of each element of the Company’s consolidated current assets, and (iv) an itemized list of each element of the Company’s consolidated total current liabilities).
Sample 1

Examples of Company Net Working Capital Certificate in a sentence

  • If Acquiror does not prepare and timely deliver a Closing Statement as described in this Section 1.14, the Estimated Company Debt, the Estimated Transaction Expenses, the Estimated Working Capital and the Estimated Cash Balance delivered by the Company in the Spreadsheet or the Company Net Working Capital Certificate, as applicable, shall become the actual Company Debt, the actual Transaction Expenses, the actual Company Net Working Capital and the actual Cash Balance for all purposes hereunder.

  • The Company shall prepare and deliver the Company Net Working Capital Certificate to Acquirer at or prior to the Closing.

  • Acquiror shall have received each of the agreements, instruments and other documents set forth inSection 1.4(b); provided, however, that such receipt shall not be deemed to be an agreement by Acquiror that the amounts set forth on the Spreadsheet or the Company Net Working Capital Certificate or any of the other agreements, instruments or documents set forth in Section 1.4(b) is accurate and shall not diminish Acquiror’s remedies hereunder if any of the foregoing documents is not accurate.

  • To Mark the 65th Anniversary a new markerstone for the communal grave at the Mount Noddy Cemetary was erected.

  • Acquirer shall have received each of the agreements, instruments and other documents set forth in Section 1.2(a)(ii); provided, however, that such receipt shall not be deemed to be an agreement by Acquirer that the amounts set forth on the Company Net Working Capital Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth in Section 1.2(a)(ii) is accurate and shall not diminish Acquirer’s remedies hereunder if any of the foregoing documents is not accurate.

  • The Company Net Working Capital Certificate shall be accompanied by (i) the balance sheet of the Company and its Subsidiaries, on a consolidated basis, as of the Closing Date prepared on a basis consistent with the Company Balance Sheet, (ii) an itemized list of each element of the current assets of the Company and its Subsidiaries, on a consolidated basis, and (iii) an itemized list of each element of the current liabilities of the Company and its Subsidiaries, on a consolidated basis.

  • The Company shall prepare and deliver to Acquirer, a draft of each of the Company Net Working Capital Certificate and the Spreadsheet not later than 2 Business Days prior to the Closing Date.

  • Under EMIR, parties which are under such an obligation undertake to put in place procedures and steps to measure, monitor and mitigate operational and credit risks to cover (i) the reporting of transactions, (ii) portfolio reconciliation, compression and dispute resolution,(iii) daily valuation of transactions and (iv) timely, accurate and appropriately segregated exchange of collateral(Articles 11.9 to 11.12).

  • After review of the calculation of such Company Net Working Capital and the Company’s books and records, the Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be (i) in writing, (ii) final, nonappealable and binding on the parties, and (iii) made in accordance with GAAP applied on a basis consistent with the Company Net Working Capital Certificate.

  • Once outside, Doubek told his wife he did not care what would happen to him if he killed her, even if it meant he lost custody of their daughter.


More Definitions of Company Net Working Capital Certificate

Company Net Working Capital Certificate means a certificate executed by the Sellers’ Agent and the President of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital (including (i) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (ii) an itemized list of each element of the Company’s current assets, and (iii) an itemized list of each element of the Company’s current liabilities and accounts payable). *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission.
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Company Net Working Capital Certificate has the meaning set forth in Section 1.8‎(g)(i) of this Agreement.
Sample 1
Company Net Working Capital Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Company Net Working Capital. The Company Net Working Capital Certificate shall be accompanied by (i) the Company’s balance sheet as of the Closing Date prepared on a consistent basis with the Company Balance Sheet, (ii) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iii) an itemized list of each element of the Company’s consolidated current assets, (iv) an itemized list of each element of the Company’s consolidated total current liabilities, and (v) an itemized list of each element of the Debt Amount.
Sample 1

Related to Company Net Working Capital Certificate

  • Digital Certificate means an electronic device used to verify identity or protect electronic messages.

  • Final Certificate means the final certificate issued by the Engineer-in-Charge in accordance with the provisions hereof.

  • Certificate Percentage Interest means, with respect to a Certificate, the percentage specified on such Certificate as the Certificate Percentage Interest, which percentage represents the beneficial interest of such Certificate in the Trust. The initial Certificate Percentage Interest held by the Depositor shall be 100%.

  • Restricted Global Certificate Has the meaning specified in Section 3.01(c).

  • Supplemental Certificate shall have the meaning specified in Section 6.03.

  • Tax credit certificate means a certificate issued by the office that:

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Availability Certificate means a certificate substantially in the form of Annex 3 hereto, appropriately completed and duly signed by your Authorized Officer.

  • Preferred Security Certificate means a certificate representing a Preferred Security substantially in the form of Exhibit A-1.

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

  • Capital Security Certificate means a definitive Certificate in fully registered form representing a Capital Security substantially in the form of Exhibit A-1.

  • Certificate Distribution Amount means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date.

  • Class A-R Certificate The Certificate executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.

  • Certificate Principal Amount With respect to any Certificate (other than an Interest-Only Certificate), at the time of determination, the maximum specified dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the initial principal amount set forth on the face of such Certificate, less (i) the amount of all principal distributions previously made with respect to such Certificate; (ii) all Realized Losses allocated to such Certificate; provided, however, that on any Distribution Date on which a Subsequent Recovery is distributed, the Certificate Principal Amount of any Class of Certificates then outstanding to which a Realized Loss amount has been applied will be increased, in order of seniority, by an amount equal to the aggregate amount of any Subsequent Recovery distributed on such date to Holders of the Certificates, after application (for this purpose) to more senior Classes of Certificates pursuant to this Agreement and (iii) in the case of a Subordinate Certificate, any Subordinate Certificate Writedown Amount allocated to such Certificates. For purposes of Article V hereof, unless specifically provided to the contrary, Certificate Principal Amounts shall be determined as of the close of business of the immediately preceding Distribution Date, after giving effect to all distributions made on such date. Interest-Only Certificates are issued without Certificate Principal Amounts.

  • Original Certificate Balance means $38,461,539.71.

  • Temporary Regulation S Global Certificate As defined in Section 5.02(c)(i) of this Agreement.