Company Closing Financial Certificate Sample Clauses

Company Closing Financial Certificate. Seller shall have delivered to Buyer a duly authorized and executed Company Closing Financial Certificate dated as of the Closing Date and certifying the calculations set forth therein.
Sample 1
AutoNDA by SimpleDocs
Company Closing Financial Certificate. Parent shall have received the Company Closing Financial Certificate, validly executed by the Chief Executive Officer of the Company.
Sample 1
Company Closing Financial Certificate. The Company shall prepare and deliver to Parent the Company Closing Financial Certificate not later than five Business Days prior to the Closing Date. In the event that Parent notifies the Company that there are reasonably apparent errors in the drafts of the Company Closing Financial Certificate, Parent and the Company shall discuss such errors in good faith and if the Company agrees, it shall correct such errors prior to delivering the final versions of the same in accordance with this Section 4.19. Without limiting the foregoing, the Company shall provide to Parent, together with the Company Closing Financial Certificate, such supporting documentation, information and calculations as are reasonably necessary for Parent to verify and determine the calculations, amounts and other matters set forth in the Company Closing Financial Certificate.
Sample 1
Company Closing Financial Certificate. The Company shall prepare and deliver to Acquirer a draft of the Company Closing Financial Certificate not later than six (6) Business Days prior to the Closing Date and a final version of the Company Closing Financial Certificate to Acquirer not later than four (4) Business Days prior to the Closing Date. In the event that Acquirer notifies the Company that there are or may be errors in the drafts of the Company Closing Financial Certificate, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors to Acquirer’s reasonable satisfaction prior to delivering the final versions of the same in accordance with this Section 5.11. Without limiting the foregoing or Section 5.7, the Company shall provide to Acquirer, together with the Company Closing Financial Certificate, such supporting documentation, information and calculations as are reasonably necessary for Acquirer to verify and determine the calculations, amounts and other matters set forth in the Company Closing Financial Certificate.
Sample 1
Company Closing Financial Certificate. Nautilus shall have received the Company Closing Financial Certificate, a draft of which shall have been provided to Nautilus at least five Business Days prior to the Closing, which certificate shall be accompanied by such supporting documentation, information and calculations as are reasonably requested by Nautilus to verify and determine the information contained therein, which Company Closing Financial Certificate shall certify that Company Net Cash shall be not less than $38,000,000 as of the Closing.
Sample 1
Company Closing Financial Certificate. Purchaser shall have received the Company Closing Financial Certificate, validly executed by the Company’s Senior Vice President, Finance.
Sample 1

Related to Company Closing Financial Certificate

  • 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.

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

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • 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.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by 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.

  • Company Certificate The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth in Sections 7.03(a), 7.03(b) and 7.03(c) have been satisfied.

  • 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.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Consideration Spreadsheet (a) At least three (3) Business Days before the Closing (the “Consideration Determination Date”), the Company shall prepare and deliver to Parent a spreadsheet (the “Consideration Spreadsheet”), certified by the President & Chief Executive Officer of the Company, which shall set forth, as of the Closing Date and immediately prior to the Effective Time except as set forth below, the following:

Time is Money Join Law Insider Premium to draft better contracts faster.