Pre-Closing Certificate Sample Clauses
A Pre-Closing Certificate is a document provided by one party to another before the closing of a transaction, confirming that certain conditions or representations remain true and accurate as of a specified date. Typically, this certificate is delivered shortly before the closing and may confirm compliance with covenants, the accuracy of warranties, or the absence of material adverse changes. Its core function is to provide assurance to the receiving party that all agreed-upon requirements have been met up to the point of closing, thereby reducing the risk of undisclosed issues arising after the transaction is finalized.
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Pre-Closing Certificate. Not less than 8 Business Days prior to the Closing Date, General Motors shall deliver to the Buyer, a certificate (the “Pre‑Closing Certificate”) setting forth, in reasonable detail (and including reasonable supporting documentation), as at the contemplated Closing Date:
(a) General Motors’s estimate in good faith of:
(i) the Fincos Value;
(ii) the Closing Working Capital;
(iii) the Closing Cash;
(iv) the Closing Financial Debt; and
(v) the computation of the Autocos Purchase Price and the Fincos Purchase Price on the basis of such determination and estimates applying the formulas defined in Section 2.2 (the “Estimated Purchase Price”);
(b) the allocation proposed by General Motors of the Estimated Purchase Price among the Shares, the Transferred Assets and the granting of the IP License Agreement and the AOAG Sale Price Receivable (if applicable), as well as among the relevant Sellers reflecting the Closing Accounting Principles and calculated in accordance with the Price Allocation Principles;
(c) the allocation proposed by General Motors of the Additional Value among the relevant Sellers, including AOAG (AOAG and such relevant Sellers, the “Warrant Subscribers”) calculated in accordance with the Price Allocation Principles; and
(d) the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount. For the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount shall not be included in any of the items (a)(i) through (a)(v) above. General Motors shall be solely responsible for allocating the Estimated Purchase Price among the Sellers in accordance with the Pre‑Closing Certificate or any different Price Allocation determined pursuant to Section 3.1. The Pre‑Closing Certificate delivered at the First Closing will include solely the Fincos Value for the Fincos for which closing will occur at such time, and a separate Pre‑Closing Certificate shall be delivered by General Motors to the Buyer 8 Business Days prior to the Second Closing setting out the Fincos Value for the remaining Fincos.
Pre-Closing Certificate. The LLC Parties shall jointly deliver a Pre-Closing certificate executed by each of the LLC Parties in a form reasonably satisfactory to UbiquiTel Parent (the "LLC PARTIES PRE-CLOSING CERTIFICATE").
Pre-Closing Certificate. Without limiting anything contained in Section 7.2(d), by not later than five (5) Business Days prior to the Closing Date, FIMI IL, on behalf of all Sellers, shall deliver to Buyer a certificate (the “Pre-Closing Certificate”) setting forth, with respect to each Seller, the final number of such Seller’s Seller Shares (which will be based exclusively on the information provided in writing by each Seller to FIMI IL in respect of such Seller’s Seller Shares), together with confirmation on behalf of all Sellers that no sales shall be entered into, effected or consummated following the delivery of the Pre-Closing Certificate, the amount of such Seller’s Seller Expenses to be paid out of such Seller’s Seller Consideration and the wiring information of the bank account(s) into which Buyer will wire (i) such Seller’s Seller Expenses, and (ii) such Seller’s Seller Consideration in accordance with Section 2.3(b) (net of the amount of such Seller’s Seller Expenses set forth in the preceding clause (i)).
Pre-Closing Certificate. The Sellers shall deliver to the Buyer five (5) Business Days prior to Closing Date a certificate (the “Pre-Closing Certificate”) with the following documents and information: (i) the Debt, Cash and Working Capital Certificate (as this term is defined in Clause 4.1 above); (iii) the distribution of the Payment at Closing between the Sellers as well as the indication of which amounts need to be transferred to the Company for the payment of the Phantom Shares amount; and (iv) the Sellers’ and the Company’s Bank Accounts.
Pre-Closing Certificate. The Company and the Shareholder shall have each delivered to Parent a certificate, dated no later than the third Business Day after the date on which each of the conditions set forth in Article VII have been satisfied, or waived by the party entitled to the benefit of such conditions, (other than those conditions that by their terms are to be satisfied or waived at the Closing), signed by an officer of the Company and the Shareholder certifying as to the satisfaction of the conditions specified in Sections 7.02(a) and 7.02(b) and subject to the satisfaction of the condition described in Section 7.01(i), with the exception of the condition contained in Section 7.01(b), that, in the absence of fraud, accepts the satisfaction of any conditions, compliance with which is for the benefit of the Company contained in this Agreement.
Pre-Closing Certificate. A Pre-Closing certificate executed by UbiquiTel Parent (the "UBIQUITEL PRE-CLOSING CERTIFICATE"), in a form reasonably acceptable to the recipients thereof.
Pre-Closing Certificate. The Agreement is hereby amended by adding, immediately after Section 6.14 of the Agreement, a new Section 6.15, to read in its entirety as follows:
Pre-Closing Certificate. On the second business day immediately preceding the Closing Date, Sellers shall prepare and deliver to the Buyer a certificate of the chief financial officer of the Company that contains (i) his reasonable good faith estimate as of immediately prior to the Closing of the book value of the Purchased Trade Inventory (the ³Estimated Purchased Trade Inventory Payment´), and (ii) the book value of the Purchased Tooling Inventory less amounts owed to tooling vendors and overruns on completion costs with respect to such Purchased Tooling Inventory (such difference, the ³Purchased Tooling Inventory Payment´).
Pre-Closing Certificate. (a) The Pre-Closing Certificate shall have been delivered by the Company and acknowledged by the Purchasers pursuant to Section 3.18 on the Satisfaction Date.
(b) The Purchasers shall have received a certificate signed on behalf of the Company by a senior executive officer confirming that the Pre-Closing Certificate was true and accurate when delivered and that each of the conditions set forth in Sections 3.1(c), 3.1(d), 3.2, 3.5, 3.9, 3.11(c), 3.12, and 3.15 have been satisfied, or as applicable, will be satisfied simultaneously with, and are satisfied as of the Closing Date.
Pre-Closing Certificate. If Purchaser becomes aware of ----------------------- any failure by Harriscope to fulfill the conditions set forth in Sections 7.3(a), 7.3(b) or 7.3(d) of the Agreement on or before May 21, 2001, on May 21, 2001, Purchaser shall deliver to Harriscope a certificate signed on behalf of Purchaser by the President of Purchaser identifying such failures with reasonable specificity. If Purchaser does not deliver such certificate, Purchaser shall waive the applicability (A) of the condition set forth in Section 7.3(d) of the Agreement if a Material Adverse Effect occurs primarily as a result of any event, condition or state of facts that occurs during the period from May 21, 2001 through the Closing Date but had not previously occurred during the period from the Balance Sheet Date to and including May 20, 2001 (a "Subsequent Material Adverse Effect") and (B) of the conditions set forth in ---------------------------------- Section 7.3(a) and Section 7.3(f) to the extent such condition is not fulfilled primarily as a result of a Subsequent Material Adverse Effect."