Seller Financial Condition Certificate definition

Seller Financial Condition Certificate means a certificate executed by the Chief Financial Officer of Seller, Xxxxxx and Xxxxx, dated as of the Closing Date, certifying (A) that the Year End Financial Statements attached to such Seller Financial Condition Certificate are true, correct and complete as of December 31, 2007, (B) the amount of the Seller Closing Debt, (C) the amount of EBITDA of Seller as of December 31, 2007 (as reflected in the Year End Financial Statements), and (D) an itemization of all of the Transaction Expenses paid or payable at any time prior to, at or following the Closing Date, and the amounts of such Transaction Expenses that remain unpaid by Seller immediately prior to the Closing, it being the expressed intent of Buyer, Seller and the Partners that to the maximum extent possible all unpaid Transaction Expenses be deducted from the Purchase Price.

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