Net Consideration Certificate Sample Clauses

Net Consideration Certificate. At least five (5) Business Days prior to the Closing Date, the Representative shall deliver to the Parent a certificate (the “Net Consideration Certificate”) substantially in the form attached hereto as Schedule 3, signed by the Representative, setting forth and certifying on behalf the Sellers that the following are Representative’s good faith estimates of: (i) an estimated Closing Balance Sheet; (ii) a statement (the “Estimated Closing Working Capital Statement”) of the Estimated Net Working Capital of the Company and an estimate of the Net Working Capital Deficiency or the Net Working Capital Surplus, which Estimated Closing Working Capital Statement shall be prepared in accordance with the definition of Net Working Capital, without giving effect to the consummation of the Transactions and subject to the adjustments specified in the definition of Net Working Capital; (iii) aggregate Closing Consideration, including an itemized list of any Indebtedness of any Company Party at Closing (the “Closing Indebtedness”), the Change of Control Payments, the Company Transaction Expenses, the Merger Closing Cash Consideration, GRH Closing Cash Consideration, Merger Closing Share Consideration, and GRH Closing Share Consideration; (iv) the resulting Total Consideration; and (v) the Closing Exemption Certificate Statement, associated Exemption Certificates and the resulting calculation of the Resale Tax Escrow Fund. The Representative and the Company shall give the Parent timely access to all supporting records and work papers (to the extent in their possession or control) used in preparation of the Closing Balance Sheet, Estimated Closing Working Capital Statement and Net Consideration Certificate. The Net Consideration Certificate and the calculations therein shall be subject to the reasonable review and approval of Parent and shall be used for purposes of the payments to be made at Closing, though remain subject to adjustment pursuant to Section 2.9(b) (Post-Closing True-Up). Notwithstanding anything herein to the contrary, the aggregate amount of cash to be paid by the Parent or Merger Sub at Closing (including, without limitation the amount of Closing Indebtedness, Change of Control Payments, Company Transaction Expenses, and Closing Consideration set forth on the Net Consideration Certificate and the amounts paid in to the [*****] Escrow Account, the PPP ([*****]) Escrow Account, and the PPP ([*****]) Escrow Account) shall not exceed [*****].
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Related to Net 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.

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

  • Tax Certificate (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership)

  • 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).

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.