Closing Estimate Certificate Sample Clauses

Closing Estimate Certificate. Not less than three Business Days prior to the Closing Date, the Seller will prepare (giving effect to its obligations set forth in Section 5.14) and deliver to the Purchaser a certificate (the “Closing Estimate Certificate”) setting forth, in reasonable detail the Seller’s good faith estimate of (a) the Closing Working Capital as of the Effective Time (the “Estimated Closing Working Capital”) and the amount of any Estimated Closing Working Capital Surplus or Estimated Closing Working Capital Deficiency and (b) the Seller’s calculation of the Closing Purchase Price. The amount, if any, by which the Estimated Closing Working Capital exceeds the Target Closing Working Capital is referred to herein as the “Estimated Closing Working Capital Surplus.” The amount, if any, by which the Estimated Closing Working Capital is less than the Target Closing Working Capital is referred to herein as the “Estimated Closing Working Capital Deficiency.” The Closing Estimate Certificate shall be based upon the records of the Business and other information then available and the Seller shall cooperate in good faith following delivery of the Closing Estimate Certificate to answer questions with respect to the Closing Estimate Certificate (provided that such questions shall in no way affect the timing of the Closing).
Sample 1
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Closing Estimate Certificate. No later than two (2) Business Days prior to the Closing, the Company shall deliver to Purchaser a certificate (the “Closing Estimate Certificate”) setting forth:
Sample 1

Related to Closing Estimate Certificate

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

  • 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.

  • Effective Date Certificate The Administrative Agent shall have received, with counterparts for each Lender, the Effective Date Certificate, dated the Effective Date and duly executed and delivered by the chief executive officer, an Authorized Person or the Treasurer of Micro.

  • 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.

  • 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.

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

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

  • Corporate Certificate The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Secretary of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Securities by the Company and the authorization of this Underwriting Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the other agreements and transactions contemplated herein and therein; and (c) the incumbency and signatures of the signing officer(s) of the Company;

  • 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.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

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