Acquiror Closing Certificate definition

Acquiror Closing Certificate has the meaning set forth in Section 1.4(a)(v).
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Acquiror Closing Certificate has the meaning set forth in Section 7.3(c).
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Acquiror Closing Certificate. Section 1.4(a)(iii) “Alternative Arrangement” Section 8.2(e) “Agreement” Preamble “Agreement Date” Preamble
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Examples of Acquiror Closing Certificate in a sentence

  • Acquiror shall have performed and complied with in all material respects all covenants and agreements required to be performed and complied with by Acquiror pursuant to this Agreement at or prior to the Closing, and the Company shall have received the Acquiror Closing Certificate from Acquiror to such effect.

  • Notwithstanding anything in this Agreement to the contrary, solely for the purposes of the determination of the amount of Damages pursuant to Section 9.1(b), the representations and warranties of Acquiror in this Agreement or the Acquiror Closing Certificate or the Target Disclosure Schedule that are qualified by materiality shall be deemed to be made without such materiality qualifiers.

Related to Acquiror Closing Certificate

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Pricing Certificate means a Pricing Certificate substantially in the form of Exhibit C hereto, properly completed and signed by an Authorized Officer of the Borrower.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.