Closing Purchase Price Certificate Sample Clauses

Closing Purchase Price Certificate. Transaction Expense Statement At least two business days prior to the Closing Date, Seller shall cause York to provide to Buyer Parties: (i) a true and complete written report substantially in the form attached hereto as Annex I (which shall be certified by the chief financial officer of York and acceptable to Buyer Parties in their reasonable discretion) (the "Closing Purchase Price Certificate") of the calculation of the Stockholder Distributions as of the Closing Date, estimated Cash as of the Closing Date, estimated Funded Debt as of the Closing Date, Aggregate Funded Debt Borrowings (if any), Aggregate Funded Debt Repayments (if any) and the estimated Cash Deficiency (if any) as of the Closing Date, together with all supporting calculations of the foregoing and (ii) a true and complete written report substantially in the form attached hereto as Annex II (which shall be certified by the chief financial officer of York and acceptable to Buyer Parties in their reasonable discretion) setting forth an itemized list of any and all Company Transaction Expenses incurred in connection with the consummation of the transactions contemplated hereby, together with invoices or other evidence reasonably satisfactory to Buyer Parties from Persons to whom such Company Transaction Expenses are owed or have been paid, with respect to all Company Transaction Expenses owed or paid to such Persons (the "Transaction Expense Statement"). Seller shall cause York to provide to Buyer Parties reasonable access to all Books and Records of York relevant to the calculations included in the Closing Purchase Price Certificate and the Transaction Expense Statement and to all personnel of York that participated in the preparation of the Closing Purchase Price Certificate and the Transaction Expense Statement.

Closing Purchase Price Certificate. No later than two (2) business days prior to the Closing Date, Buyer shall deliver to the Equity Participants a certificate (the “Closing Purchase Price Certificate”) setting forth (i) the Buyer’s calculation in accordance with this Agreement of the payments to be made to the Equity Participants pursuant to Sections 2.02 and 2.03, including without limitation the Supplemental Amount, the Distributable Amount, the First ESOP Supplement, the Second ESOP Supplement, the Option Holder Supplement, the SAR Holder Supplement, the Seller Payment, the Option Payments and the SAR Termination Payments, and showing for each Equity Participant the applicable payments to be made to them at Closing pursuant to Sections 2.02 and 2.03 and (ii) the other payments to be made in connection with the Closing, and (iii) wire transfer instructions provided by each applicable party receiving payments at Closing. In the event that any Equity Participant disputes any of the items contained in the Closing Purchase Price Certificate, such Equity Participant shall promptly notify Buyer of the disputed items, and the Parties shall use their reasonable best efforts to promptly resolve such dispute. Upon resolution of any such dispute, or if the Equity Participants have no dispute with the Closing Purchase Price Certificate, Buyer and the Equity Participants shall, prior to or at the Closing, each execute such Certificate to acknowledge their agreement therewith.

Closing Purchase Price Certificate. A certificate dated as of a date within three days of the Closing Date, signed by Seller, certifying as to the Pre-Closing Purchase Price Statement and the Estimated Closing Cash Balance.

Closing Purchase Price Certificate. Section 1.4 Closing Working Capital Section 1.2 Code Section 3.19 Company Preamble and Section 5.7 Company Intellectual Property Section 3.12 Contest Section 7.5 Covered Business Section 5.7 Disputed Earnout Payment Notice Section 1.5 Disputed Items Notice Section 1.4 Earnout Payment Section 1.5 Earnout Payment Notice Section 1.5 EBITDA Section 1.5 Employment Agreements Section 8.1 ERISA Section 3.22 Escrow Section 8.2 Escrow Agent Section 8.1 Term Section or Place Escrow Agreement Section 7.1 Estimated Closing Purchase Price Certificate Section 1.2 Financial Statements Section 3.7 Hazardous Substance Section 3.23 HSR Act Section 3.4 Indebtedness Section 1.2 Indemnified Party Section 10.5 Intellectual Property Section 10.5 Intellectual Property Section 3.12 IP Licenses Section 3.12 Leased Property Section 3.10 Legal Requirements Section 3.17 Lien Section 1.1 Losses Section 10.3 Material Contracts Section 3.9 Measurement Period Section 1.5 Noncompetition Period Section 5.7 Owned Property Section 3.10 Permitted Liens Section 3.10 Person Section 3.6 Pre-Closing Taxable Periods Section 7.2 Purchaser Preamble Purchaser Indemnified Parties Section 10.3 Real Estate Leases Section 3.10 Real Property Section 3.10 Repaid Indebtedness Section 1.2 Required Consents Section 3.4 Sale Bonuses Section 1.2 Securities Introduction Securities Act Section 3.25 Seller or Sellers Preamble Sellers’ Expenses Section 1.2 Service Section 3.22 Specified Representations Section 10.1 Subsidiary or Subsidiaries Section 3.2 Tax or Taxes Section 3.19 Tax Returns Section 3.19 Transactions Introduction

Closing Purchase Price Certificate. Within one hundred twenty (120) calendar days after the Closing Date, the Buyer shall, in good faith, prepare and deliver to the Seller a statement (the “Closing Purchase Price Certificate”) executed by the Buyer calculating and reconciling the amounts, as of Closing, of (i) the Available Cash; (ii) Closing Working Capital (subject to the $25,000 threshold contemplated in Section 1.2(a)); and (iii) based thereon, the Buyer’s calculation of the Purchase Price and the amount by which the Purchase Price is greater than or less than the Estimated Purchase Price.