Pre-Closing Certificate; Payoff Letters; Post-Closing Adjustment Amount Sample Clauses

Pre-Closing Certificate; Payoff Letters; Post-Closing Adjustment Amount. (a) The Equityholder has delivered, or caused Sellers to deliver, to Buyer (i) a certificate, in form and substance satisfactory to Buyer (the “Pre-Closing Certificate”), duly executed by the Chief Financial Officer or similar officer of each Seller, setting forth (A) Sellers’ good faith calculation of the Estimated Billed Receivables; (B) Sellers’ good faith calculation of the Estimated Assumed Liabilities Adjustment Amount; (C) a complete list of all Indebtedness of Sellers as of the Closing, including (x) all Indebtedness of Sellers to be repaid at Closing and the payoff amounts with respect thereto (“Closing Repaid Indebtedness”) and (y) an estimate of the Assumed Indebtedness Amount (the “Estimated Assumed Indebtedness Amount”), broken out by each item of Assumed Indebtedness; (D) the estimated Cash Purchase Price based on the foregoing (the “Estimated Cash Purchase Price”); and (E) the Transaction Costs payable pursuant to Section 2.05(iv) (including the amounts owed to each obligee thereof and the respective accounts to which payment is to be made); and (ii) payoff letters (the “Payoff Letters”) with respect to the Closing Repaid Indebtedness, duly executed by the applicable holders thereof, and, to the extent reasonably available, forms of releases of all Liens to be granted in connection with or otherwise securing any Closing Repaid Indebtedness (other than Permitted Liens), including any UCC termination statements. Buyer shall have the right to review and approve the Estimated Billed Receivables, Estimated Assumed Liabilities Adjustment Amount, and the Estimated Assumed Indebtedness Amount, in each case, as set forth on the Pre-Closing Certificate.
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Related to Pre-Closing Certificate; Payoff Letters; Post-Closing Adjustment Amount

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  • Termination for Cause If Vendor fails to materially perform pursuant to the terms of this Agreement, TIPS shall provide written notice to Vendor specifying the default. If Vendor does not cure such default within thirty (30) days, TIPS may terminate this Agreement, in whole or in part, for cause. If TIPS terminates this Agreement for cause, and it is later determined that the termination for cause was wrongful, the termination shall automatically be converted to and treated as a termination for convenience.

  • Payments From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

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  • SAVINGS CLAUSE If this Agreement or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify the Indemnitee as to Expenses, judgments, fines, penalties and amounts paid in settlement with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated and to the fullest extent permitted by applicable law.

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  • Termination This Agreement may be terminated at any time prior to the Closing:

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