Closing Certificate and Flow of Funds Memorandum Sample Clauses

Closing Certificate and Flow of Funds Memorandum. On the Closing Date, the Seller Representative shall deliver to Purchaser a certified statement signed by the Company and the Seller Representative setting forth the amount of Seller Expenses, the aggregate amount of the Option Termination Payment (and the amount to be paid to each Former Option Holder at Closing), the aggregate amount of the Transaction Bonuses, and the amount of the Closing Payment payable to each Seller, all in a form reasonably acceptable to the Purchaser. Such certificate shall also contain wire instructions for all of the forgoing payments (or instructions to pay certain amounts by check) and all of the other payments referenced in Section 2.2.
Sample 1
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Closing Certificate and Flow of Funds Memorandum. No less than five (5) Business Days prior to the scheduled Closing Date, the Stockholder Representative shall deliver to Buyer a certified statement signed by the Company and the Stockholder Representative setting forth the amount of unpaid Seller Transaction Costs, the amount of the Tax Deposit, the aggregate amount of the VRP Termination Payment (and the amount to be paid to each VRP participant at the Closing), the aggregate amount of the Special Closing Bonus Payments (and the amount to be paid to each recipient thereof at the Closing), the amount of the VRP Holdback Amount if applicable and the amount of the Closing Payment payable to each Stockholder, all in a form reasonably acceptable to Buyer. Such certificate shall also contain wire instructions for all of the forgoing payments (or instructions to pay certain amounts by check) and all of the other payments referenced in Section 2.3. Sellers agree to use their best efforts to pay all Seller Transaction Costs before the Closing in order to limit to the greatest extent possible the amount of any Seller Transaction Costs to be paid at or after the Closing. Within thirty (30) days of notification from Buyer (which notification shall include copies of invoices or such other reasonable detail of the applicable Seller Transaction Costs), the Stockholders shall reimburse Buyer for any and all Seller Transaction Costs paid by Buyer after the Closing.
Sample 1

Related to Closing Certificate and Flow of Funds Memorandum

  • Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Compliance Certificate and Opinions Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 10.4) shall include:

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Officer’s Closing Certificate Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the Term Loan and any Revolving Loans on the Closing Date, the conditions specified in Sections 3.1(e) and (f) and Sections 3.2(a), (b) and (c) are satisfied as of the Closing Date.

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