Consideration Certificate Clause Samples
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Consideration Certificate. The Company shall have delivered to Buyer a certificate, dated the Closing Date and signed by the chief financial officer of the Company, setting forth in detail the amount of the portion of the Merger Consideration to be paid to each Stockholder.
Consideration Certificate. LII shall have received the Consideration Certificate at least two business days prior to the Closing Date.
Consideration Certificate. MergerCo shall have received a final Consideration Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by MergerCo that any amount set forth in the Consideration Certificate is accurate and shall not diminish MergerCo’s remedies under this Agreement if any such amount is inaccurate.
Consideration Certificate. Not later than two Business Days prior to the Closing Date, the Company shall deliver to Purchaser a draft of the Consideration Certificate, which sets forth, for each holder of Company Capital Stock and each holder of Company Options, such person’s allocation of the Aggregate Purchase Price and such person’s allocation of the Indemnification Escrow Fund pursuant to this Article 1 based on assumptions set forth therein. At the Closing, the Shareholders’ Agent shall deliver to Purchaser the Consideration Certificate setting forth the final calculation of such amounts if such amounts differ from those included in the draft Consideration Certificate.
Consideration Certificate. The undersigned hereby swear and affirm, under the penalty of perjury pursuant to KRS Chapter 382, that the consideration recited in the foregoing instrument is the full actual consideration paid or to be paid for the property transferred hereby.
Consideration Certificate. All of the information contained in the Consideration Certificate will be complete and accurate immediately prior to the Closing.
Consideration Certificate. Purchaser shall have received a final Consideration Certificate from the Company; provided, however, that such receipt shall not be deemed to be an agreement by Purchaser that any amount set forth in the Consideration Certificate is accurate and shall not diminish Purchaser’s remedies under this Agreement if any such amount is inaccurate.
Consideration Certificate. For purposes of KRS §382.135, Grantor and Grantee hereby certify that the consideration reflected in the Special Warranty Deed to which this Consideration Certificate is attached in the amount of $4,280,000.00 is the true, correct and full consideration paid for the Property conveyed. The Grantee joins in the execution of this Deed below for the expressed purposes of certifying the consideration herein recited.
Consideration Certificate. At least five (5) Business Days before the anticipated Closing Date, Parent shall prepare and deliver to Seller a certificate (the “Consideration Certificate”) confirming (1) the number of shares of Public Entity Common Stock to be issued to Seller Equity Owner at Closing, and (2) the number of shares of Public Entity Common Stock to be deposited in escrow on behalf of such Person, in each case based on information contained within the Consideration Spreadsheet and calculated in accordance with Sections 3.1(a) and 3.2.