Target Closing Certificate definition

Target Closing Certificate has the meaning set forth in Section 7.2(c).
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Examples of Target Closing Certificate in a sentence

  • INCOME ANNUITY means the fixed and variable annuity amounts purchased by an Annuitant under this Contract.

  • Acquiror and Merger Sub shall have received (i) a certificate executed on behalf of Target by its Chief Executive Officer (the "Target Closing Certificate") to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied, (ii) a certificate executed on behalf of Target by the Secretary of Target (the "Target Secretary's Certificate") to the effect that the conditions set forth in Sections 6.1 (c), 6.2(e) and 6.2(f) have been satisfied, and (iii) the CFO Certificate.

  • The representations and warranties made by Target in this Agreement (as modified by the Target Disclosure Schedule) and the Target Closing Certificate are the exclusive representations and warranties made by Target in connection with the Acquisition and the other transactions contemplated hereby.

  • Subject to Section 9.2(c)(iv), no current or former shareholder, director, officer, employee, affiliate or advisor of Target shall have any personal or individual liability of any nature to Acquiror, the Surviving Corporation or any affiliate of Acquiror or the Surviving Corporation with respect to any inaccuracy of any representation or warranty contained in, or any other breach of, this Agreement or the Target Closing Certificate.

  • By: Name: Title: Secretary [Singature Page to Secretary’s Certificate of Southern Plains Medical Center, Inc.] Exhibit E Target Closing Certificate CLOSING CERTIFICATE OF SOUTHERN PLAINS MEDICAL CENTER, INC.

Related to Target Closing Certificate

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

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

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

  • Pricing Certificate means a certificate in the form of Exhibit C, properly completed and signed by a Senior Officer or his or her designated representative of Borrower.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • 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.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Second Closing Date means the date of the Second Closing.

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

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.