Settlement Amount Certificate definition

Settlement Amount Certificate shall have the meaning set forth in Section 1.6(c).
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Settlement Amount Certificate has the meaning set forth in Section 2.10(c).
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Settlement Amount Certificate shall have the meaning referenced in Section 1.8.2.
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Examples of Settlement Amount Certificate in a sentence

  • The fees and expenses of the Independent Accountant shall be paid one-half by the Sellers and one-half by Buyer; provided, however, that if EBITDA for the applicable Measurement Period as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the EBITDA calculation submitted by the Representative than to the EBITDA calculation submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant.

  • The fees and expenses of the Independent Accountant shall be paid one-half by the Sellers and one-half by Buyer; provided, however, that if the Asset Value Shortfall as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the Asset Value Shortfall submitted by the Representative than to the Asset Value Shortfall submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant.

  • The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final amount of the Merger Consideration and the Settlement Amount (the "Settlement Amount Certificate").

  • The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final calculation of the Closing Date Net Current Asset Value (the "Settlement Amount Certificate"), which shall include all adjustments proposed by the Seller not disputed by the Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

  • The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final calculation in question (the "Settlement Amount Certificate").

  • The determination of the Independent Accountant and the amounts specified in the Settlement Amount Certificate shall be conclusive and binding upon all parties and shall not be subject to the dispute resolution provisions of Section 10.16 (except in the case of a bona fide allegation of fraud or gross negligence on the part of the Independent Accountant in the discharge of its duties hereunder).


More Definitions of Settlement Amount Certificate

Settlement Amount Certificate shall have the meaning set forth in SECTION 1.3(B).
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Settlement Amount Certificate has the meaning set forth in Section 1.13(c).
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Related to Settlement Amount Certificate

  • Notional Amount Certificates As specified in the Preliminary Statement.

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

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

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

  • Class A-S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto.