Estimate Certificate Sample Clauses

Estimate Certificate. Not less than five Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate (the “Estimate Certificate”) of a representative of Seller setting forth Seller’s good faith estimate of the following items at the Closing: (i) Cash (the “Estimated Closing Cash”), (ii) Inter-Company Non-Trading Receivables (the “Estimated Closing Inter-Company Non-Trading Receivables”), (iii) Net Working Capital (the “Estimated Closing Net Working Capital”), (iv) External Debt (the “Estimated Closing External Debt”), and (v) Inter-Company Non-Trading Payables (the “Estimated Closing Inter-Company Non-Trading Payables”) (items (i) through (v), collectively, the “Estimated Closing Items”). The determination of the Estimated Closing Items shall be made by applying the principles, policies and practices used in connection with the preparation of the relevant portions of the Balance Sheet, including the adjustments, notes and assumptions set forth in Section 3.08 of the Disclosure Schedule. The amounts set forth on the Estimate Certificate shall be conclusive for the purposes of calculating the Closing Payment, the Buyer Non-Trading Payment and the Seller Non-Trading Payment but the actual Closing Cash, Closing Inter-Company Non-Trading Receivables, Closing Net Working Capital, Closing External Debt and Closing Inter-Company Non-Trading Payables and any resulting adjustment to the Closing Payment shall be determined in accordance with the provisions of Section 2.05.
Sample 1
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Estimate Certificate. Two business days prior to the Closing Date, the Seller shall deliver a certificate (the “Estimate Certificate”) setting forth a reasonable estimate of the Purchase Price and each element thereof, based on all available information (including, without limitation, payoff letters and other closing documentation relevant to the computation of the Reduction Amount) together with reasonable supporting documentation for such calculation. The estimate of the Purchase Price shall include an estimate of Closing Working Capital, which estimate of Closing Working Capital shall be determined in accordance with Section 3.1. The Buyer shall be given reasonable access to such books and records and other information relevant to, and the opportunity to consult responsible personnel for purposes of, confirming or disputing the computation of the Purchase Price set forth in the Estimate Certificate; provided, however, that the Reduction Amount shall be adjusted as necessary on the Closing Date to reflect actual payments to be made pursuant to Sections 7.7 and 7.8 (the “Estimated Purchase Price”). Notwithstanding anything herein to the contrary, no position taken or agreement made by the Buyer or the Seller with respect to the Estimated Purchase Price shall prejudice the rights of the parties with respect to the post-Closing adjustment provided in Article III or shall in any way delay or extend the Closing Date.
Sample 1
Estimate Certificate. At least five Business Days prior to the Closing Date, Seller shall deliver to Buyer a preliminary certificate (the “Estimate Certificate”) setting forth in reasonable detail (x) an estimate of (i) Closing Working Capital (the “Estimated Closing Working Capital”), prepared in accordance with the Accounting Principles, (ii) the Seller Transaction Expenses and (iii) the Customer Deposits Amount and (y) based on the amounts set forth in the preceding clause (x), Seller’s calculation of the Cash Consideration (the “Estimated Cash Consideration”), together with reasonably detailed supporting documentation setting forth Seller’s calculation of such amounts. Buyer may, until the Business Day immediately prior to the Closing Date, provide Seller with comments to the Estimate Certificate, and Seller shall consider such comments in good faith (and any such comments that are accepted shall be considered part of the final Estimate Certificate). Seller shall provide all supporting documentation reasonably requested by Buyer (including, subject to the execution and delivery by Buyer of customary accountant access letter(s), accountants’ work papers, schedules, memoranda and other documents as may be reasonably requested) in connection with Buyer’s review of the Estimate Certificate.
Sample 1
Estimate Certificate. Two business days prior to the Closing Date, the Sellers’ Representative shall deliver a certificate (the “Estimate Certificate”) setting forth a reasonable estimate of the Purchase Price (the “Estimated Purchase Price”) and each element thereof, based on all available information together with reasonable supporting documentation for such calculation. The estimate of the Purchase Price shall include an estimate of Closing Working Capital, which estimate of Closing Working Capital shall be determined in accordance with Section 4.1. The Buyer shall be given reasonable access to such books and records and other information relevant to, and the opportunity to consult responsible personnel for purposes of, confirming or disputing the computation of the Estimated Purchase Price. Notwithstanding anything herein to the contrary, no position taken or agreement made by the Buyer or the Sellers’ Representative with respect to the Estimated Purchase Price shall prejudice the rights of the parties with respect to the post-Closing adjustment provided in Article IV or shall in any way delay or extend the Closing Date.
Sample 1

Related to Estimate Certificate

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Effective Date Certificate The Administrative Agent shall have received, with counterparts for each Lender, the Effective Date Certificate, dated the Effective Date and duly executed and delivered by the chief executive officer, an Authorized Person or the Treasurer of Micro.

  • Corporate Certificate The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Secretary of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Securities by the Company and the authorization of this Underwriting Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the other agreements and transactions contemplated herein and therein; and (c) the incumbency and signatures of the signing officer(s) of the Company;

  • Borrowing Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • Class A Certificate 7 Class A Principal Distribution Amount..........................................................7

  • Incomplete Certificate If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate contained in the form of assignment or the form of election to purchase set forth on the reverse thereof, as the case may be, has not been completed to certify the holder is not an Acquiring Person (or an Affiliate or Associate thereof), the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.

  • Default Certificate If a Default or Event of Default occurs, then the Company will, within thirty (30) days after its first occurrence, deliver an Officer’s Certificate to the Trustee describing the same and what action the Company is taking or proposes to take with respect thereto.

  • Servicing Certificate Not later than each Determination Date, the Master Servicer shall deliver (a) to the Indenture Trustee, the data necessary to prepare the items below and the statement for Noteholders required to be prepared pursuant to Section 4.04 and (b) to the Indenture Trustee, the Owner Trustee, the Sponsor, the Depositor, the Paying Agent, the Credit Enhancer, and each Rating Agency a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by the Indenture Trustee and the Master Servicer), together with an Officer's Certificate to the effect that the Servicing Certificate is correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and:

  • Single Certificate A Single Certificate for the Class A-1 Certificates represents a $25,000 Denomination. A Single Certificate for the Class B-1, Class B-2 and Class B-3 Certificates represents a $100,000 Denomination. A Single Certificate for the Class B-4, Class B-5 and Class B-6 Certificates represents a $250,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination.

  • Certificate No 1-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: Variable in accordance with the Agreement Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates $70,640,000 of this Class: CUSIP: 576434 WV 2 ISIN: US576434WV28 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 1-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the Trust Administrator, the Trustee or the Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.

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