Closing Consideration Certificate Clause Samples
A Closing Consideration Certificate is a document used in transactions, particularly mergers and acquisitions, to confirm the final calculation and allocation of the purchase price or other financial considerations at closing. It typically details adjustments for items such as working capital, debt, or cash, and is prepared and delivered by one party (often the seller) to the other party prior to or at closing. The core function of this certificate is to ensure both parties agree on the final financial terms, thereby reducing the risk of post-closing disputes over payment amounts.
Closing Consideration Certificate. The Company will have delivered to Buyer the certificate contemplated by Section 1.12(c).
Closing Consideration Certificate. The Company and CORN-▇▇ ▇▇▇▇▇ Management will prepare and deliver to Purchaser, not later than three Business Days prior to the Closing Date, a draft of the Closing Consideration Certificate.
Closing Consideration Certificate. The Closing Consideration Certificate delivered at the Closing, with regard to the amounts specified in Sections 1.4(b)(xii)(2), will be true and correct in all respects as of the Closing relative to payments owed to the Persons listed therein as a result of the transactions contemplated hereby.
Closing Consideration Certificate. No later than three Business Days after the Statement has become final and binding, the Sellers’ Representative shall update the Closing Consideration Certificate to reflect any change to any amounts set forth therein that were based on estimates when such Closing Consideration Certificate was delivered at the Closing, which Closing Consideration Certificate, as so updated, shall thereafter be deemed to be the final Closing Consideration Certificate for all purposes of this Agreement. In addition, to the extent any additional amounts are required to be paid to the Sellers as a result of any changes made to the Closing Consideration Certificate delivered at the Closing, the Sellers’ Representative shall include in such update a statement setting forth with respect to any such Seller the amount so required to be paid (which statement shall form part of the Closing Consideration Certificate for all purposes of this Agreement). Notwithstanding anything to the contrary in Section 1.3(e), Purchaser shall not be required to pay any amount unless and until such update to the Closing Consideration Certificate is delivered to Purchaser.