Cash Certification definition

Cash Certification means a certification by a Responsible Officer of the Borrowers’ Representative in form and substance reasonably satisfactory to the Agent certifying that (i) for purposes of clause (k) of “Permitted Acquisition”, the cash consideration paid or payable by the Credit Parties with respect to such proposed acquisition shall be directly funded in its entirety solely with cash and cash equivalents of the Credit Parties identified on the balance sheet or cash flow statement of the Credit Parties as of such date or (ii) for purposes of Section 8.5(h), (x) the applicable Distribution to be paid by the Credit Parties shall be directly funded in its entirety solely with cash and cash equivalents of the Credit Parties identified on the balance sheet or cash flow statement of the Credit Parties as of such date and (y) both immediately before and after giving effect to such Distribution, the cash and cash equivalents identified on the balance sheet of the Credit Parties shall be not less than $10,000,000 in the aggregate, together with, in the case of each of the foregoing clauses (i) and (ii), such supporting evidence as the Agent may reasonably request to verify that the proposed acquisition or Distribution, as applicable, was not or will not be funded, directly or indirectly, with proceeds of any Advances hereunder.

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Cash Certification means a written certification, signed by an officer of Tenant, of the Cash Assets and the Cash Runway as of the date of certification.

Examples of Cash Certification in a sentence

• If the 1998 Cash Position Adjustment is a positive number, Seller shall pay such amount to Buyer within three (3) business days of delivery of the 1998 Cash Certification.

• If Adamis accepts the original Net Cash Certification, then the original Net Cash Certification shall be the basis for determining La Jolla Net Cash at the Closing Date.

• Within two (2) days after the Net Cash Delivery Date, Adamis will notify La Jolla whether Adamis accepts the Net Cash Certification or whether Adamis disputes the Net Cash Certification, setting forth in reasonable detail the basis for such dispute.

• If a final resolution of the dispute is reached within a ten-day period following Adamis’s objection, then the initial Net Cash Certification, such changes as have been agreed upon, shall be the final Net Cash Certification for all purposes under this Agreement.

• Adamis shall not, and La Jolla commencing at the Effective Time shall not, use any of the La Jolla Net Cash, as reflected on the Net Cash Certification, to pay either (a) any Adamis indebtedness for borrowed money in existence at the Effective Time, or (b) any Adamis deferred compensation and/or accrued bonuses in existence at the Effective Time.

• The final determination by such auditing firm shall be binding upon the parties and the initial Net Cash Certification, with such changes as have been finally determined by such auditing firm, shall be the final Net Cash Certification for all purposes under this Agreement.

• If the 1998 Cash Position Adjustment is a negative number, Buyer shall pay an amount equal to the absolute value of such number to Seller within three (3) business days of delivery of the 1998 Cash Certification.

• If Adamis disputes the initial Net Cash Certification, the parties shall attempt to resolve the dispute promptly.

• If the 1998 Cash Position Adjustment is a negative number, CNCO shall pay an amount equal to the absolute value of such number to the Company within three (3) business days of delivery of the 1998 Cash Certification.

• If the 1998 Cash Position Adjustment is a positive number, the Company shall pay such amount to CNCO within three (3) business days of delivery of the 1998 Cash Certification.