Final Closing Certificate definition
Examples of Final Closing Certificate in a sentence
If the Intercompany Account Adjustment Amount set forth on the Final Closing Certificate is a negative number, then the Purchase Price shall be increased by the absolute value of such amount pursuant to Section 2.2 hereof.
In determining whether the Final Closing Certificate is reasonably acceptable, the Parties agree that Buyer may only comment on whether the calculation of the Intercompany Account Adjustment Amount set forth in the Final Closing Certificate was performed in accordance with the terms hereof and the books and records of Westway Group.
If the Intercompany Account Adjustment Amount set forth on the Final Closing Certificate is a positive number, the Purchase Price shall be decreased by the absolute value of such amount pursuant to Section 2.2 hereof.
On or prior to the Final Closing Date the Company will deliver to the Escrow Agent the Final Closing Shares, Final Closing Warrants, Final Closing Certificate, and Final Closing Legal Opinion (collectively, the "Final Closing Company Documents").
If Disbursement Agent shall conclude that the Final Closing Certificate does not accurately reflect the changes to be made to the closing adjustments pursuant to this Section 2.4, Disbursement Agent shall, within thirty (30) days after its receipt of the Final Closing Certificate, provide to Buyer its written statement (together with any supporting documentation as Buyer may reasonably request) of any discrepancy or discrepancies believed to exist.
None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement (including the Final Closing Certificate), nor any of the covenants and agreements contained herein to be performed or complied with prior to, or at, Closing, will survive the Closing.
If Buyer and Disbursement Agent cannot resolve the discrepancies to their mutual satisfaction within such thirty (30) day period, Buyer and Disbursement Agent shall, within the following ten (10) days, jointly designate the Neutral Accounting Firm to review the Final Closing Certificate together with Disbursement Agent's discrepancy statement and any other relevant documents.
Within ten (10) business days following Buyer’s receipt of the Final Closing Certificate (such period, the “Review Period”), Buyer shall notify Seller in writing if Buyer disagrees with the Closing Date Accounts Receivable Amount and/or the sales Tax, goods and services Tax and VAT directly attributable thereto set forth therein (the “Notice of Dispute”).
The Stockholder Representative shall be deemed to have agreed with any amounts and items contained in the Final Closing Certificate to the extent such amounts and items are not raised in the Dispute Notice.
If Seller shall conclude that the Final Closing Certificate does not accurately reflect the changes to be made to the closing adjustments pursuant to this Section 3.4, Seller shall, within thirty (30) days after its receipt of the Final Closing Certificate, provide to Buyer its written statement (together with any supporting documentation as Buyer may reasonably request) of any discrepancy or discrepancies believed to exist.