Certificate Regarding Indebtedness and Purchase Price Adjustment. At least ten business days prior to the Closing, Partner Company and Partner Company Stockholder shall certify in writing to Founder the aggregate Indebtedness of each Subject Partner Company outstanding as of that date (the “Indebtedness Measurement Date”) (the “Partner Company Indebtedness”), and the amount of cash deliverable to Partner Company Stockholder as set forth in Section 2.1 of the Partner Company Disclosure Schedule shall be reduced by the amount of such Indebtedness.
Appears in 2 contracts
Samples: Combination Agreement (Taylor & Martin Group Inc), Combination Agreement (Taylor & Martin Group Inc)
Certificate Regarding Indebtedness and Purchase Price Adjustment. At least ten business days prior to the Closing, the Partner Company Companies and Partner Company Stockholder shall certify in writing to Founder the aggregate Indebtedness of each the Subject Partner Company Companies outstanding as of that date (the “Indebtedness Measurement Date”) (the “Partner Company Indebtedness”), and the amount of cash deliverable to Partner Company Stockholder as set forth in Section 2.1 of the Partner Company Disclosure Schedule shall be reduced by the amount of such Indebtedness.
Appears in 1 contract
Certificate Regarding Indebtedness and Purchase Price Adjustment. At least ten business days prior to the Closing, Partner Company and Partner Company Stockholder shall certify in writing to Founder the aggregate Indebtedness of each Subject Partner Company Subsidiary outstanding as of that date (the “Indebtedness Measurement Date”) (the “Partner Company Subsidiary Indebtedness”), and the amount of cash deliverable to Partner Company Stockholder as set forth in Section 2.1 of the Partner Company Disclosure Schedule shall be reduced by the amount of such Partner Company Subsidiary Indebtedness.
Appears in 1 contract
Certificate Regarding Indebtedness and Purchase Price Adjustment. At least ten business days prior to the Closing, Partner Company and Partner Company Stockholder Stockholders shall certify in writing to Founder the aggregate Indebtedness of each Subject Partner Company outstanding as of that date (the “Indebtedness Measurement Date”) (the “Partner Company Indebtedness”), and the amount of cash deliverable to each Partner Company Stockholder as set forth in Section 2.1 of the Partner Company Disclosure Schedule shall be reduced by the amount of such Indebtedness.
Appears in 1 contract