Payment Certificate definition
Examples of Payment Certificate in a sentence
In the event that the CVR Issuer and the Rights Agent do not receive a Dispute Statement within such ten (10) Business Day period, then the Payment Certificate shall be deemed to be final, binding and conclusive upon each of the Holders and the CVR Issuer.
All determinations and calculations with respect to the calculation of any Applicable Consideration in a Payment Certificate shall be reasonably made by the CVR Issuer in good faith, and such determinations shall be final, binding and conclusive on the Holders, absent manifest mathematical error, subject to the CVR Issuer’s receipt of a Payment Dispute Statement in accordance with the terms set forth in this Section 2.4.
The CVR Issuer shall consider in good faith any comments to the Disputed Items in the Payment Certificate based on the determinations and calculations of the Independent Advisor.
Promptly following the CVR Issuer’s delivery of a Payment Certificate to the Rights Agent (but in any event within five (5) Business Days thereafter), the Rights Agent shall mail a notice, by email to the email address that appears on the CVR Register or, if no email address appears on the CVR Register, by first class mail to the Holders at their addresses as they appear on the CVR Register, that includes a copy of such Payment Certificate (a “Payment Notice”).
Notwithstanding anything to the contrary herein, in no event shall the CVR Issuer be required to engage an Independent Advisor more than once with respect to any Applicable Consideration contemplated by a Payment Certificate.