Common use of Closing Financial Certificate Clause in Contracts

Closing Financial Certificate. Parent shall prepare and deliver to Acquirer, not later than three Business Days prior to the Closing Date, a draft of the Company Closing Financial Certificate (which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Acquirer to verify and determine the amounts set forth therein). The draft of the Company Closing Financial Certificate shall set forth the Company’s good faith estimate, as of three Business Days prior to the Closing Date, of items (i) through (iv) set forth in the definition of “Company Closing Financial Certificate” on Exhibit A hereto.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (ShoreTel Inc), Membership Interest Purchase Agreement (Novation Companies, Inc.)

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Closing Financial Certificate. Parent The Company shall prepare and deliver to Acquirer, Parent a draft of the Closing Financial Certificate not later than three Business Days (3) business days prior to the Closing Date, a draft . Without limiting the generality or effect of the foregoing, the Company Closing Financial Certificate (which certificate shall be accompanied by such supporting documentationprovide to Parent, information and calculations as are necessary for Acquirer to verify and determine promptly after Parent’s request, copies of the documents or instruments evidencing the amounts set forth therein). The on any such draft of the Company Closing Financial Certificate shall set forth the Company’s good faith estimate, as of three Business Days prior to the Closing Date, of items (i) through (iv) set forth in the definition of “Company Closing Financial Certificate” on Exhibit A heretoor final certificate.

Appears in 1 contract

Samples: Merger Agreement (Millennial Media Inc.)

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Closing Financial Certificate. Parent The Company shall prepare and deliver to Acquirer, Parent a draft of the Closing Financial Certificate not later than three five (5) Business Days prior to the Closing Date, a draft . Without limiting the generality or effect of the foregoing, the Company Closing Financial Certificate (which certificate shall be accompanied by such supporting documentationprovide to Parent, information and calculations as are necessary for Acquirer to verify and determine promptly after Parent's request, copies of the documents or instruments evidencing the amounts set forth therein). The on any such draft of the Company Closing Financial Certificate shall set forth the Company’s good faith estimate, as of three Business Days prior to the Closing Date, of items (i) through (iv) set forth in the definition of “Company Closing Financial Certificate” on Exhibit A heretoor final certificate.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Millennial Media Inc.)

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