Calculation Certificate definition
Examples of Calculation Certificate in a sentence
Not later than two (2) Business Days prior to each Excess Cash Flow Payment Due Date, the Company shall deliver to the Holder an Excess Cash Flow Calculation Certificate, in substantially the form previously furnished by the Holder to the Company, signed by the Chief Financial Officer of the Company, showing in reasonable detail the calculation of the amount of any Excess Cash Flow payment due on such Excess Cash Flow Payment Due Date.
It is understood and agreed that the failure of any holder to respond to the Make-Whole Amount Calculation Certificate in respect of its Notes by the date fixed for prepayment shall be deemed to be a concurrence by such holder to the method of computation and the calculation of the Make-Whole Amount in respect of such Notes.
The method of computation of the Make-Whole Amount in respect of the Notes set forth in the Make-Whole Amount Calculation Certificate shall be subject to the review and approval of the holders of the Notes and, in the case of any disagreement between the Required Holders and the Company with respect to such method of computation, the conclusion of the Required Holders shall, in the absence of manifest error, be deemed binding and conclusive.
The calculation of the Make-Whole Amount in respect of the Note or Notes set forth in a Make-Whole Amount Calculation Certificate shall also be subject to the review and approval of the holder of such Note or Notes and, in the case of any disagreement between such holder and the Company with respect to such calculation, the conclusion of such holder shall, in the absence of manifest error, be deemed binding and conclusive.
Five Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer (the "Make-Whole Amount Calculation Certificate") specifying the method of computation and the calculation of such Make-Whole Amount in respect of such holder's Notes as of the specified prepayment date.
The Company shall Make Available notice of the fact that such Calculation Certificate has been made available on such confidential website.
At the Closing, the Sellers shall deliver to the Purchaser a certificate (the "Purchase Price Calculation Certificate"), in the form of Exhibit D hereto, setting forth (i) the amount of all Funded Indebtedness of the Company outstanding immediately prior to the Closing and (ii) the amount of Seller Transaction Expenses (if any).
I have caused this Calculation Certificate to be executed as of the date first above reference.
If the Company in good faith disagrees with any portion of the Closing Calculation Certificate, then the Company may deliver a notice of such disagreement to APHC until and including the second (2nd) Business Day prior to the Closing Date (the “Company Disagreement Notice”).
If APHC in good faith disagrees with any portion of the Company Closing Calculation Certificate then APHC may deliver a notice of such disagreement to the Company until and including the second (2nd) Business Day prior to the Closing Date (the “APHC Disagreement Notice”).