Initial Adjustment Certificate definition

Initial Adjustment Certificate has the meaning given in Section 2.7(a).
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Examples of Initial Adjustment Certificate in a sentence

  • In the event that any item reflected on the Initial Adjustment Certificate is in dispute as of the Closing Date, the disputed amount shall be deposited into an escrow account by the party to be charged and held by the Escrow Agent in accordance with the terms of the Indemnity Escrow Agreement until the Final Adjustment is finally determined in accordance with the provisions of Section 2.7.2 below.

  • At the Closing, all adjustments will be made on the basis of the Initial Adjustment Certificate, provided Buyer has not given notice to Seller that, in Buyer's opinion, the proposed adjustments are materially incorrect.

  • Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Initial Adjustment Certificate and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify the Initial Adjustment Certificate.

  • The Initial Adjustment Certificate, as agreed to by the parties, shall constitute the basis on which the EBS Adjustment Amount and the Current Items Amount are calculated for purposes of the Closing.

  • The Subscriber Adjustment Amount and Current Items Amount (collectively, the "Adjustment Amounts"), shall be estimated in good faith by Seller and set forth, together with a detailed statement of the calculation thereof, in a certificate executed by the Chief Financial Officer of Seller and delivered to Buyer not later than ten days prior to Closing (the "Initial Adjustment Certificate").

  • Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Pro Rata Adjustments.

  • The Initial Adjustment Certificate shall constitute the basis on which the Adjustment Amounts are calculated for purposes of Closing.

  • Seller or Buyer, as appropriate, shall pay to the other party within 10 business days after the Final Adjustment, the amount by which the parties agree that the actual Adjustment Amounts differ from the Adjustment Amounts as estimated in the Initial Adjustment Certificate.

  • Following receipt of such Initial Adjustment Certificate, the recipient shall have five Business Days to review such schedule and supporting information and to notify the preparer of such Initial Adjustment Certificate of any disagreements with the preparer's estimates of its Closing Adjustment.

  • The Subscriber Estimate, the ------------------------------ EBS Adjustment Amount, if any, and the Current Items Amount shall be estimated in good faith by Seller, and set forth, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by a duly authorized representative of Seller and delivered, together with such supporting documentation as the Buyer may reasonably request, to Buyer not later than ten (10) days prior to the Closing.

Related to Initial Adjustment Certificate

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

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • 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].

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

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

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • 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.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

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

  • Independent Certificate means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an independent appraiser or other expert appointed by an Issuer Order, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Appendix A and that the signer is Independent within the meaning thereof.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Principal Adjustment In the event that the Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount or Class B-6 Optimal Principal Amount is calculated in accordance with the proviso in such definition with respect to any Distribution Date, the Principal Adjustment for such Class of Class B Certificates shall equal the difference between (i) the amount that would have been distributed to such Class as principal in accordance with Section 4.01(a) for such Distribution Date, calculated without regard to such proviso and assuming there are no Principal Adjustments for such Distribution Date and (ii) the Adjusted Principal Balance for such Class.

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

  • Initial Certification As defined in Section 2.02(a) hereof.