Final Adjustment Certificate definition

Final Adjustment Certificate has the meaning set forth in Section 2.4(d).
Sample 1Sample 2Sample 3
Final Adjustment Certificate means the Closing Adjustment Certificate delivered (or deemed delivered) pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to this Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Independent Accounting Firm, any amendments or modifications to the Closing Adjustment Certificate decided by the Independent Accounting Firm.
Sample 1Sample 2Sample 3
Final Adjustment Certificate means the Closing Adjustment Certificate delivered by Buyer pursuant to Section 2.4(b), as subsequently adjusted, if applicable, pursuant to Section 2.4(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Independent Accounting Firm, any amendments or modifications to the Closing Adjustment Certificate decided by the Independent Accounting Firm.
Sample 1Sample 2

Examples of Final Adjustment Certificate in a sentence

  • Final Adjustment Certificate means the Adjustment Certificate that is final and binding on the parties in accordance with paragraph 6.18.

  • In general most transactions undertaken by the College fall within the scope of the exemption of education.

  • At the Closing, the Final Adjustment Certificate shall be accurate and complete in all respects with respect to the matters set forth in this Section 3.2(a).

  • We consider the results of this study (one of the few comparative studies made to date) to be interesting, but to have significant limitations, including that it is based on country self-reporting through the OECD questionnaire process; and that it does not examine actual practice but the legal and administrative procedures in place.

  • The Final Adjustment Certificate shall be final and conclusive unless objected to by Sellers in writing within thirty (30) days after delivery.

  • The Parties shall instruct the Arbitrator to provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Working Capital and shall issue the Final Adjustment Certificate reflecting such decisions.

  • Sellers or Buyer, as appropriate, shall pay to the other within 20 days after resolving Sellers' objections or after delivery of the Adjusted Final Adjustment Certificate, as the case may be, an amount equal to the amount by which the Current Items Amount as finally agreed upon by the parties or as set forth in the Adjusted Final Adjustment Certificate, as the case may be, differs from the Current Items Amount as estimated in the Initial Adjustment Certificate.

  • The Adjusted Final Adjustment Certificate shall be final and binding.

  • If a Notice of Disagreement is received by Seller, then the Closing Adjustment Certificate (as revised in accordance with paragraph (d) below, if applicable) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Closing Adjustment Certificate and (ii) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm.

  • All disagreements that may exist with respect to the Initial Adjustment Certificate shall be resolved in connection with the preparation of the Final Adjustment Certificate pursuant to paragraph (b) below.

Related to Final Adjustment Certificate

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Earned credit certificate means a certificate issued by the Chief Procurement Officer evidencing the amount of earned credit a contractor has been awarded.

  • Vote Limit Certificate means a certificate in substantially the form attached hereto as Exhibit B which is delivered to the Company in accordance with Article 8.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Component Certificates As specified in the Preliminary Statement.

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Principal Adjustment In the event that the Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.