Leakage Certificate. Not less than five (5) Business Days prior to the anticipated Closing Date, the Company shall provide the Subscriber with a certificate in substantially the form attached hereto as Exhibit I (the “Leakage Certificate”) executed by an authorized officer of the Company setting forth the Company’s good-faith estimate of any Leakage (together with all inputs and supporting documentation including, but not limited to, underlying calculations, spreadsheets, and schedules); provided, however, that in the event that the Subscriber notifies the Company prior to the Closing that it disputes the amounts set forth in the Leakage Certificate, then Parents and the Company shall cooperate in good faith with the Subscriber to resolve any such dispute as promptly as practicable, and modify the Leakage Certificate as appropriate to reflect any agreed adjustments thereto, provided, further, that the Subscriber’s right to exercise any rights or remedies pursuant to Section 7.02 shall not be limited by the failure to notify the Company of any disputes to the Leakage Certificate pursuant to this Section 2.04. The amount of Leakage as finally determined pursuant to this Section 2.04 shall be referred to herein as the “Estimated Leakage”. For the avoidance of doubt, if there is no Leakage, then the Estimated Leakage Amount will be zero.
Leakage Certificate. At least three (3) Business Days and not more than five (5) Business Days before the Closing, Seller shall deliver the Leakage Certificate to SPAC. Prior to the Closing, (i) SPAC shall have an opportunity to review the Leakage Certificate and discuss in good faith such certificate with the persons responsible for its preparation, and shall promptly, and not more than one (1) Business Day following the date the Seller delivers the Leakage Certificate to SPAC, provide any good faith and reasonable comments or questions in respect thereof to the Seller in writing, and (ii) Seller shall, and shall cause the Company and its Subsidiaries to, reasonably cooperate with SPAC in good faith to respond to any questions and consider in good faith any comments regarding the Leakage Certificate delivered in accordance with the previous sentence. Seller shall revise such Leakage Certificate prior to the Closing to incorporate any changes that are reasonably appropriate in Seller’s sole and exclusive discretion in light of such comments. The Leakage Certificate, as it may be revised by Seller pursuant to the previous sentence, shall be valid and binding on all parties and for all purposes absent manifest error.
Leakage Certificate. Annex 4.4.1(d) Power of Attorney for Deed of Transfer; Deed of Transfer Annex 4.4.1(f)(i) Resignation Letters Annex 4.4.1(j) Closing Memorandum
Leakage Certificate. At least two Business Days prior to the Closing Date, each Investor shall deliver a certificate (the “Leakage Certificate”) to the other Investor setting forth as to its Acquired Entities (i) an estimate of any Leakage occurring from such Investor’s Balance Sheet Date through 12:01 a.m., New York time, on the Closing Date and (ii) the amount of any Capital Investment (the difference between the amount in (i) minus the amount in (ii), with respect to each Investor, the “Closing Leakage”). At the Closing, the amount of each Investor’s Closing Leakage shall (i) first reduce payments to be made to such Investor pursuant to Article II hereof and (ii) if such Closing Leakage exceeds the amount of any such payments, the Investor shall pay to the Company the amount of such excess.
