Consideration Certificate Sample Clauses

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.
Sample 1
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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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1
Consideration Certificate. LII shall have received the Consideration Certificate at least two business days prior to the Closing Date.
Sample 1
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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.
Sample 1
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.
Sample 1

Related to Consideration Certificate

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • Tax Certificate (For Foreign Lenders That For U.S. Federal Tax Purposes Are Not (i) Partnerships or (ii) Disregarded Entities Whose Tax Owner is a Partnership)

  • Business Tax Certificate Unless the City Treasurer determines in writing that a contractor is exempt from the payment of business tax, any contractor doing business with the City of San Diego is required to obtain a Business Tax Certificate (BTC) and to provide a copy of its BTC to the City before a Contract is executed.

  • TERMINATION CERTIFICATION Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit C. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

  • Bring-Down Certificate Section 2(A)(15) of the Current HPA is hereby amended by (i) striking “on each anniversary of the Effective Date during the Term (as defined below)” and replacing it with “on each anniversary of the Effective Date through September 30, 2016, and from and after October 1, 2016, no later than one hundred twenty (120) days after the end of each of their respective fiscal years”, and (ii) by adding to the end “A final certification shall be delivered by each of HFA and Eligible Entity on the Final Repayment Date (as defined in the Financial Instrument).”

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • TRUTH IN NEGOTIATION CERTIFICATE Signature of this Contract by the CONTRACTOR shall act as the execution of the truth-in- negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the CONTRACTOR’S most favored customer for the same or substantially similar service. The said rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the rates and costs were increased due to inaccurate, incomplete or non-current wage rates or due to inaccurate representations of fees paid to outside Contractors. The COUNTY shall exercise its right under this “Certificate” within one (1) year following final payment.

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