Closing Payment Certificate. (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer: (i) the Closing Payment Certificate (with the Closing Date Allocation Schedule and Closing Adjustment Schedule attached as annexes thereto); (ii) a pay-off letter in form and substance reasonably satisfactory to Buyer duly executed by each Person to whom any Closing Indebtedness (other than Taxes included in Closing Indebtedness) is (or at the Closing will be) owed by the Company, the Final Surviving Corporation or any Subsidiary of the Company, which shall include a complete release of the Company, the Final Surviving Corporation and each Subsidiary of the Company from all Liens and Liabilities with respect to such Closing Indebtedness, effective upon the discharge of such Closing Indebtedness at the Closing, and authorization of Buyer or the Company to prepare and file all related Lien release documentation (each, a “Pay-Off Letter”); and (iii) final invoices submitted by each Person to whom any Transaction Expenses (other than any Taxes included in Transaction Expenses) are (or at the Closing will be) owed, which shall state that the amount invoiced thereby represents all Transaction Expenses payable to such Person with respect to the period through the Closing.
(b) Between the date of delivery of the Closing Payment Certificate and until the Closing, the Company shall make available its accountants and/or counsel, the work papers and back-up materials used or useful in preparing the Closing Payment Certificate to Buyer, as reasonably requested by Buyer, and shall cause the relevant personnel of the Company to cooperate with Buyer in connection with its review.
(c) The Company will review any comments to the Closing Payment Certificate, the Closing Date Allocation Schedule, the Closing Adjustment Schedule and the Adjustment Amount provided by Buyer and consider, in good faith, any changes proposed by Buyer, and shall accept any reasonable comments proposed by Buyer. If any information contained in the Closing Payment Certificate, including the Closing Date Allocation Schedule and/or the Closing Adjustment Schedule, is determined to be inaccurate or incomplete, the Company shall deliver an updated Closing Payment Certificate, Closing Date Allocation Schedule and Closing Adjustment Schedule no later than the next Business Day after the need for such update is determined or identified.
Closing Payment Certificate. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate, duly executed by an executive officer of Seller on behalf of Seller, accurately setting forth Seller's good faith estimate of (i) the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital"), (ii) the Cash on Hand as of the Closing Date (the "Estimated Cash on Hand"), (iii) the Indebtedness as of the Closing Date (the "Estimated Closing Indebtedness"), (iv) the Funded Indebtedness as of the Closing Date (the "Estimated Funded Indebtedness"), (v) the unpaid Company Transaction Expenses as of the Closing Date (the "Estimated Closing Transaction Expenses") and (vi) the resulting Closing Consideration (the "Estimated Closing Consideration"), together with a projected unaudited consolidated balance sheet of Newco and the Sold Subsidiaries as of the Closing Date (which shall be prepared in cooperation with the Chief Financial Officer of Newco) and all other reasonable supporting documentation as well as wire instructions for each Person entitled to receive any payment in respect of the Estimated Closing Consideration, Estimated Closing Transaction Expenses and Estimated Funded Indebtedness (such certificate and related deliverables, collectively, the "Closing Payment Certificate").
Closing Payment Certificate. Not later than two Business Days prior to the Closing, the Shareholders’ Representative will furnish to the Purchaser a certificate, in form and substance reasonably satisfactory to the Purchaser (the “Closing Payment Certificate”), signed by the Company, the Shareholders’ Representative and each of the Shareholders, dated the Closing Date, that sets forth each party entitled to a payment pursuant to Section 2.4(b) and the amount of the cash payment due to such Person, the aggregate amount of which shall not exceed the Cash Purchase Price, as adjusted pursuant to Section 2.6(b) and Section 2.7(b), plus the Closing Debt Payment Amount. Holdings and the Purchaser will be entitled to rely conclusively on the amounts set forth in the Closing Payment Certificate.
Closing Payment Certificate. Three (3) business days before the anticipated Closing Date, Company will prepare and deliver to Parent a certificate (the “Closing Payment Certificate”), reasonably acceptable to Parent and prepared by and executed by an authorized officer of Company in good faith, in accordance with this Agreement, and the books and records of Company, including the following:
(a) the unpaid Company Expenses Amount as of the Closing Date, together with corresponding invoices for each Company Expenses Amount in excess of $1,000 and payment instructions for each Company Expenses Amount; and
(b) all Company Indebtedness to be repaid, assumed by, cancelled or forgiven by Parent at the Closing, including all debt evidenced by the Promissory Note (the “Unpaid Indebtedness”), together with the corresponding payoff letters describing the outstanding principal and interest required to fully discharge such Unpaid Indebtedness as of the Closing Date, and, if any such Unpaid Indebtedness is secured, an undertaking by the holder(s) to immediately discharge and release any Encumbrances securing the same, which payoff letters will be in form and substance reasonably acceptable to Parent (“Payoff Letters”).
Closing Payment Certificate. The Company has delivered to Buyer a certificate (the “Closing Payment Certificate”) setting forth (a) its good faith estimate of Cash On Hand (such estimate is referred to as the “Estimated Cash On Hand”), (b) its good faith estimate of the Net Working Capital Amount (such estimate is referred to as the “Estimated Net Working Capital Amount”), (c) its good faith estimate of Closing Indebtedness (such estimate is referred to as the “Estimated Closing Indebtedness”), (d) its good faith estimate of Transaction Expenses (such estimate is referred to as the “Estimated Transaction Expenses”), (e) its calculation of the Estimated Purchase Price and (f) wire instructions for the account(s) designated by Sellers to which funds are to be wired at the Closing pursuant to Sections 1.03(b)(i), 1.03(b)(ii), 1.03(b)(iii), and 1.03(b)(iv).
Closing Payment Certificate. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate (the “Closing Payment Certificate”), signed by its chief executive officer, certifying the Company’s good faith estimate of (a) Closing Date Indebtedness (such estimate, the “Estimated Closing Date Indebtedness”), (b) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”), and (c) Closing Cash (such estimate, “Estimated Closing Cash”), in each case, with such reasonably detailed documentation supporting each of such amounts as by Parent. If prior to the Closing Date, Parent disputes all or any portion of the Closing Payment Certificate, an authorized officer of the Company and Parent shall promptly meet and seek in good faith to resolve the dispute(s) and if and to the extent that the Company and Parent are unable to resolve any such dispute(s), then the amount of the disputed item(s) so asserted by Parent shall be deemed to be the amount included as part of the Closing Payment Certificate for all purposes of this Agreement, including the calculation of the Closing Merger Consideration.
Closing Payment Certificate. At least two Business Days prior to the Closing, Sellers’ Representative will have furnished to Buyer a certificate (the “Closing Payment Certificate”), signed by the Acquired Companies and each of the Sellers, which sets forth, with reasonable specificity, the Estimated Closing Purchase Price, each Person entitled to a payment in respect of the Seller Transaction Expenses or the Closing Debt Amount, the amount due to such Person and the applicable wire instructions for the account or accounts of such Person designated to receive such payment.
Closing Payment Certificate. The Company has delivered to the Purchaser a certificate (the “Closing Payment Certificate”), signed by an authorized officer of the Company, certifying as to the Company’s good faith estimate of (a) the Net Working Capital Amount (such estimate, the “Estimated Net Working Capital Amount”), (b) Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”), (c) Closing Transaction Expenses (such estimate, “Estimated Closing Transaction Expenses”), (d) Closing Cash (such estimate, “Estimated Closing Cash”) and (e) a calculation of the Closing Cash Consideration based thereon, in each case, prepared by the Company in accordance with GAAP and the definitions set forth in this Agreement.
Closing Payment Certificate. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate (the “Closing Payment Certificate”), signed by its Chief Executive Officer and Chief Financial Officer on behalf of the Company, certifying the Company’s good faith estimate of (a) the Net Working Capital Amount (such estimate, the “Estimated Net Working Capital Amount”), (b) Closing Date Indebtedness (such estimate, the “Estimated Closing Date Indebtedness”), (c) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”), and (d) Closing Cash (such estimate, “Estimated Closing Cash”), in each case, with reasonable documentation supporting the calculation of each of such amounts. If prior to the Closing Date, Parent disputes all or any portion of the Closing Payment Certificate, the chief financial officers of the Company and Parent shall promptly meet and seek in good faith to resolve the dispute(s) and the chief financial officer of the Company shall consider in good faith the views of the chief financial officer of Parent in deciding whether, in the Company’s reasonable discretion, to make any adjustments to the amounts to be included as part of a revised Closing Payment Certificate (which such revised certificate shall be delivered to Parent prior to the Closing Date and shall be deemed to be the Closing Payment Certificate for all purposes of this Agreement, including the calculation of the Initial Aggregate Cash Consideration).
Closing Payment Certificate. At least five (5) Business Days before the Closing Date, Seller shall prepare and deliver to Buyer (a) a certificate (the “Closing Payment Certificate”) signed by Seller setting forth its best estimate of (i) Cash Amount, (ii) Debt Amount, (iii) Permitted Indebtedness Amount, (iv) Transaction Expenses Amount, (iv) Working Capital Surplus, if any, (v) Working Capital Deficit, if any, in each case in clauses (i) through (v) as of the open of business on the Closing Date, and (vi) based on such estimates in clauses (i) through (v), Seller’s best estimates of the Cash Payment (the “Estimated Cash Payment”) and the Buyer Shares (the “Estimated Buyer Shares”), and (b) all records and work papers necessary to compute and verify the information set forth in the Closing Payment Certificate. Seller shall prepare the Closing Payment Certificate in good faith based upon the books and records of the Company at and prior to the date of the Closing Payment Certificate, using accounting methods, practices, principles, policies, procedures and methods.
