Cash Certificate definition
Examples of Cash Certificate in a sentence
The Cash Certificate shall have been duly executed and delivered by Trailblazer.
If a Non-Ascent Restructuring Toggle has not occurred, Ascent shall have delivered or shall cause to be delivered the Net Cash Certificate to Monitronics, the Subscription Agent and each of the Commitment Parties in accordance with Section 1.1(b) hereof.
The EBITDA Arbitrator shall review the proposed Final Earned Cash Certificate and shall independently verify the accuracy and completeness thereof and shall make such adjustments thereto as it, in its independent judgment, believes appropriate to make such Final Earned Cash Certificate fairly reflect the amount of Earned Cash available on the U.S. Closing Date utilizing the Company Policies.
Deloitte & Touche LLP (the "Sellers' Accountant") shall review the Final Earned Cash Certificate.
The Company will make the work papers and back-up materials used in preparing the Company Net Cash Calculation and the Company Net Cash Certificate, and the personnel of the Company that participated in preparing the Company Net Cash Calculation and the Company Net Cash Certificate, available to Talos and, if requested by Talos, its accountants and counsel at reasonable times and upon reasonable notice.
The relevant Party shall promptly deliver to the Reviewing Accounting Firm the work papers and back-up materials used in preparing the Acquiror Estimated Net Debt Schedule, the Acquiror Net Debt Certificate, the Company Estimated Net Cash Schedule or the Company Net Cash Certificate, as applicable, and the Acquiror and the Company shall use their best efforts to cause the Reviewing Accounting Firm to make its determination within ten (10) calendar days of accepting its selection.
The Parties agree that Parent and Merger Subs shall be entitled to rely on the Estimated Company Net Cash Certificate for all purposes of this Agreement, and Parent and Merger Subs shall not be responsible for the preparation or content of the Estimated Company Net Cash Certificate or the estimates of the Estimated Company Net Cash or the accuracy or completeness thereof, as set forth in the Estimated Company Net Cash Certificate.
The Consideration Allocation Certificate, as adjusted to reflect the Closing Cash Certificate (the “Consideration Allocation Certificate”) shall be delivered together with the Closing Cash Certificate and shall be executed by the Chief Executive Officer and Chief Financial Officer of the Company, and by the Holder Representatives, and shall be deemed to be a representation and warranty of the Company and each of the Selling Shareholders with respect to his, her or its entitlement to distribution hereunder.
Parent will make the work papers and back-up materials used in preparing the Estimated Net Cash Schedule and the Net Cash Certificate, and the personnel of Parent that participated in preparing the Estimated Net Cash Schedule and the Net Cash Certificate, available to Company and, if requested by Company, its accountants and counsel at reasonable times and upon reasonable notice.
For the avoidance of doubt, this Section 10(c) shall not apply with respect to any license and/or sublicense to any of the Intellectual Property Collateral (as defined in the Security Agreement) if such license and/or sublicense is not inconsistent with the terms of the Development Agreement or License Agreement.