Consideration Certificate Sample Clauses

Consideration Certificate. The Company shall have delivered to Buyer a certificate, dated the Closing Date and signed by the chief financial officer of the Company, setting forth in detail the amount of the portion of the Merger Consideration to be paid to each Stockholder.
Sample 1
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Consideration Certificate. Purchaser shall have received a final Consideration Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Purchaser that any amount set forth in the Consideration Certificate is accurate and shall not diminish Purchaser’s remedies under this Agreement if any such amount is inaccurate.
Sample 1
Consideration Certificate. Not later than two Business Days prior to the Closing Date, the Company shall deliver to Purchaser a draft of the Consideration Certificate, which sets forth, for each holder of Company Capital Stock and each holder of Company Options, such person’s allocation of the Aggregate Purchase Price and such person’s allocation of the Indemnification Escrow Fund pursuant to this Article 1 based on assumptions set forth therein. At the Closing, the Shareholders’ Agent shall deliver to Purchaser the Consideration Certificate setting forth the final calculation of such amounts if such amounts differ from those included in the draft Consideration Certificate.
Sample 1
Consideration Certificate. At least five (5) Business Days before the anticipated Closing Date, Parent shall prepare and deliver to Seller a certificate (the “Consideration Certificate”) confirming (1) the number of shares of Public Entity Common Stock to be issued to Seller Equity Owner at Closing, and (2) the number of shares of Public Entity Common Stock to be deposited in escrow on behalf of such Person, in each case based on information contained within the Consideration Spreadsheet and calculated in accordance with Sections 3.1(a) and 3.2.
Sample 1
Consideration Certificate. For purposes of KRS §382.135, Grantor and Grantee hereby certify that the consideration reflected in the Special Warranty Deed to which this Consideration Certificate is attached in the amount of $4,280,000.00 is the true, correct and full consideration paid for the Property conveyed. The Grantee joins in the execution of this Deed below for the expressed purposes of certifying the consideration herein recited.
Sample 1
Consideration Certificate. MergerCo shall have received a final Consideration Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by MergerCo that any amount set forth in the Consideration Certificate is accurate and shall not diminish MergerCo’s remedies under this Agreement if any such amount is inaccurate.
Sample 1
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Consideration Certificate. LII shall have received the Consideration Certificate at least two business days prior to the Closing Date.
Sample 1
Consideration Certificate. The undersigned hereby swear and affirm, under the penalty of perjury pursuant to KRS Chapter 382, that the consideration recited in the foregoing instrument is the full actual consideration paid or to be paid for the property transferred hereby.
Sample 1

Related to Consideration Certificate

  • TERMINATION CERTIFICATE Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Completion Certificate Upon completion of Construction Works and the Independent Engineer determining the Tests to be successful, it shall forthwith issue to the Concessionaire and the Authority a certificate substantially in the form set forth in Schedule-J (the “Completion Certificate”).

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • Tax Certificate The Company shall use reasonable best efforts to deliver to Parent at the Closing Date a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B hereto.

  • Business Tax Certificate Unless the City Treasurer determines in writing that a contractor is exempt from the payment of business tax, any contractor doing business with the City of San Diego is required to obtain a Business Tax Certificate (BTC) and to provide a copy of its BTC to the City before a Contract is executed.

  • TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

  • Bring-Down Certificate Section 2(A)(15) of the Current HPA is hereby amended by (i) striking “on each anniversary of the Effective Date during the Term (as defined below)” and replacing it with “on each anniversary of the Effective Date through September 30, 2016, and from and after October 1, 2016, no later than one hundred twenty (120) days after the end of each of their respective fiscal years”, and (ii) by adding to the end “A final certification shall be delivered by each of HFA and Eligible Entity on the Final Repayment Date (as defined in the Financial Instrument).”

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • TRUTH IN NEGOTIATION CERTIFICATE Signature of this Contract by the CONTRACTOR shall act as the execution of the truth-in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the CONTRACTOR’S most favored customer for the same or substantially similar service. The said rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete or non-current wage rates or due to inaccurate representations of fees paid to outside Contractors. The COUNTY shall exercise its right under this “Certificate” within one (1) year following final payment.

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