Adjustment Certificate definition
Examples of Adjustment Certificate in a sentence
Seller and Buyer shall, not later than seven (7) days prior to the hearing date set by the Independent Accounting Firm, submit a brief (to include their respective calculations with regard to amounts in dispute on the Closing Adjustment Certificate) for settlement of any amounts set forth in the Notice of Disagreement that remain in dispute.
Irrespective of any adjustments in the Exercise Price or the number or kind of shares purchasable upon the exercise of the Warrant, the Warrant theretofore or thereafter issued may continue to express the same price and number and kind of shares as are stated in the Warrant initially issuable pursuant to this Agreement; provided, however, that the Warrant shall be exercisable on the terms set forth in the latest Adjustment Certificate delivered pursuant to Section 6(a)(vi) hereof.
No failure to mail the Adjustment Certificate nor any defect therein or in the mailing thereof shall affect the validity thereof except as to the Holder to whom the Company failed to mail such Adjustment Certificate, or except as to the Holder whose Adjustment Certificate was defective.
Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Parent, the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a Pro Forma Adjustment Certificate.
Prior to Closing, Seller shall provide Buyer or Buyer's representative with copies of all books and records as Buyer may reasonably request for purposes of verifying the Initial Adjustment Certificate and shall meet with Buyer's accountants and other representatives, but without limiting Seller's obligations hereunder to certify the Initial Adjustment Certificate.