Seller Closing Payment Certificate Sample Clauses

Seller Closing Payment Certificate. Not later than three (3), nor more than five (5) Business Days prior to the Closing Date, the Company and Seller Representative shall prepare and deliver to Purchaser a certificate signed by Company and Parent certifying the Company’s and Parent’s good faith estimate (including all calculations in reasonable detail) of: (i) an estimated unaudited balance sheet of Company as of the Closing Date (“Estimated Closing Date Balance Sheet”), prepared on a basis consistent with the Parent’s December 31, 2006 Balance Sheet, using the accounting principles previously used by the Parent applied on a consistent basis, which shall include a calculation of the Net Assets of Company as of the Closing Date (“Estimated Net Assets”), which for the avoidance of doubt shall exclude any receivables written off or determined by the Company to be uncollectible, (ii) the amount that Net Indebtedness Amount will be on the Closing Date together with payoff letters from all the Company’s lenders, (iii) the amount of unpaid Seller Expenses to be paid at Closing, and (iv) the amount of the Closing Payment to be paid to Parent (such statement, the “Seller Closing Payment Certificate”). These calculations shall be used in connection with Purchaser’s payments described in Section 2.2(c). The Seller Closing Payment Certificate shall also contain wire instructions for all of the forgoing payments (or instructions to pay certain amounts by check) and all of the other payments referenced in Section 2.2. As promptly as practicable but not later than one (1) Business Day prior to the Closing, Purchaser shall identify any adjustments that it believes are required to the Seller Closing Payment Certificate delivered by Company and Seller Representative. If Parent disputes any such adjustments, Purchaser and Seller Representative shall use Reasonable Best Efforts to resolve such dispute, after which Company and Seller Representative shall re-deliver to Purchaser the certificate with such adjustments as the parties have agreed are appropriate. The form of certificate finally delivered pursuant to this Section 2.2(d) and acceptable to the Purchaser and the Company and Seller Representative is referred to herein as the “Final Certificate and Flow of Funds Memorandum”.
Sample 1
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Related to Seller Closing Payment Certificate

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Closing Payment The Purchase Price, as adjusted by the application of the Deposit and by the prorations and credits specified herein, shall be paid, by wire transfer of immediately available federal funds (through the escrow described in Section 5 below), as and when provided in Section 5.2.2 below and in the “Escrow Agreement” (as hereinafter defined). The amount to be paid under this Section 3.2 is referred to herein as the “Closing Payment.”

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Certificate of Selling Shareholder At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Closing; Payment for the Mortgage Loans The closing of the purchase and sale of the Mortgage Loans shall be held at the New York City office of Xxxxxxx Xxxxxxxx & Xxxx LLP at 10:00 AM New York City time on the Closing Date. The closing shall be subject to each of the following conditions:

  • Closing Purchase Price The Closing Purchase Price (the "Closing Purchase Price") shall be paid or delivered by Buyer at Closing in the following manner:

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