Closing Adjustment Certificate definition

Closing Adjustment Certificate means a certificate signed by an officer of Buyer setting forth Buyer’s calculation of the Closing Date Adjusted Net Indebtedness, the Closing Date Adjusted Working Capital, the Closing Date Transaction Expenses, the Adjustment Amount and any asserted Excess Payment or Shortfall Payment, together with reasonable supporting calculations and documentation.

Closing Adjustment Certificate has the meaning set forth in Section 2.4(d).

Closing Adjustment Certificate means the certificate to be delivered by the Company to Buyer, not less than five business days prior to the Closing Date, pursuant to Section 2.4(c).

Examples of Closing Adjustment Certificate in a sentence

• A campaign aimed at promoting anti-discrimination legislation and familiarizing the broadest possible Montenegrin public with the possibilities of protection against discrimination enters its final phase, which envisages realization through “external propaganda”, that is, billboard network throughout Montenegro.

• If neither Purchaser nor Seller prepares and timely delivers a Closing Adjustment Certificate in accordance with Section 2.2(b)(ii) or Section 2.2(b)(iii) above, the Estimated Aggregate Net Working Capital Amount set forth in the Estimated Adjustment Certificate delivered pursuant to Section 2.2(b)(i) shall become the Final Aggregate Net Working Capital Amount for all purposes hereunder.

• When another SUL later uses the same bibliographic record in Aleph, the SUL should add their specific access URL and holdings to the same record.• If unsubscribed 856 links from a single source such as Stanford, MIT, or OhioLink are discovered in groups of Aleph records, report the links to the FLVC Help Desk ( help@flvc.org) for removal.

• If within thirty (30) days following delivery of the Closing Adjustment Certificate and such supporting documentation, Seller does not object in writing thereto to Purchaser, then the Proposed Aggregate Net Working Capital Amount shall constitute the final Aggregate Net Working Capital Amount as of the Closing Date for purposes of this Agreement (the “Final Aggregate Net Working Capital Amount”).

• If Seller and Purchaser cannot agree on the Estimated Adjustment Certificate, then the amount of the Estimated Aggregate Net Working Capital Adjustment Amount set forth in the Estimated Adjustment Certificate shall be used to determine the Closing Purchase Price; provided, however, that in such situation, Purchaser shall reserve the right to take a different position with respect to any item set forth in the Closing Adjustment Certificate.

• 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.

• Buyer shall withhold and pay any Direct Withholding Taxes and any Indirect Withholding Taxes as directed by Seller in the Funds Flow Schedule and the Closing Adjustment Certificate (if applicable), according to Seller’s determination above.

• In the event the Notice of Disagreement is timely provided by the Sellers with respect to the First Closing Adjustment Certificate delivered by Buyer pursuant to Section 2.4(b), during the first twenty (20) days thereafter, the Parties shall attempt to resolve in writing any differences that they may have with respect to all matters specified in such Notice of Disagreement.

• From the First Closing Date until the delivery of the First Closing Adjustment Certificate, Buyer shall provide to each Seller and their respective Representatives reasonable access to the relevant records and personnel of the First Closing Acquired Entities relating to the preparation of the First Closing Adjustment Certificate; provided that such access shall occur during normal business hours and in such a manner as not to interfere unreasonably with the business of the Acquired Entities.

• The Board members are waived of the background check by the partnership.

More Definitions of Closing Adjustment Certificate

Closing Adjustment Certificate means a certificate signed by an officer of Buyer setting forth Buyer’s calculation of the Adjustment Amount and any asserted Excess Payment or Shortfall Payment, together with reasonable supporting calculations and documentation.

Closing Adjustment Certificate means a certificate signed by an officer of Buyer setting forth Buyer’s calculation of the Closing Date Adjusted Net Indebtedness, the Closing Date Adjusted Working Capital, the Adjustment Amount and any asserted Excess Payment or Shortfall Payment, together with detailed and reasonable supporting calculations and documentation.

Closing Adjustment Certificate means a certificate signed by an officer of Buyer setting forth Buyer’s good faith calculation of the Adjustment Amount and any asserted Excess Payment or Shortfall Payment, together with the Closing Date Balance Sheet and other reasonable supporting calculations and documentation.

Closing Adjustment Certificate has the meaning set forth in Section 2.8(a)(i).