Closing Adjustment Certificate definition

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

Closing Adjustment Certificate has the meaning given in Section 2.2(b)(ii).

Examples of Closing Adjustment Certificate in a sentence

• As used in this Agreement, the term “Final Adjustment Certificate” shall mean the Closing Adjustment Certificate delivered (or deemed delivered) pursuant to Section 3.2(b), as subsequently adjusted, if applicable, pursuant to this Section 3.2(d) to reflect any subsequent written agreement between the Parties with respect thereto and, if submitted to the Independent Accounting Firm, any amendments or modifications to the Closing Adjustment Certificate decided by the Independent Accounting Firm.

• If a Notice of Disagreement is received by Buyer, then the Closing Adjustment Certificate (as revised in accordance with paragraph (d) below, if applicable) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (A) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Closing Adjustment Certificate and (B) the date upon which the Final Adjustment Certificate is issued by the Independent Accounting Firm.

• 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.

• The Closing Adjustment Certificate shall become final and binding upon the Parties on the date that is thirty (30) days after receipt of the Closing Adjustment Certificate by Seller (unless Seller gives written notice of its disagreement (“Notice of Disagreement”) to Buyer prior to such date) (the “Final Settlement Date”).

• Within thirty (30) days after the Closing, Buyer shall (i) conduct a physical count of the Inventory (wherever located, including inventory on consignment, in transit or deposited in a warehouse) (the “Inventory Count”), which shall be observed by the auditors or other designated Representatives of each Party and conducted in a manner reasonably acceptable to each Party and (ii) prepare and deliver to Seller the Closing Adjustment Certificate based on the Inventory Count.

• Buyer and Seller shall provide to each other such data, information and access to personnel, books and records as the other Party may reasonably request in connection with the preparation and review of the Closing Adjustment Certificate.

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 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).

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 means a certificate signed by an officer of Buyer prepared by Bxxxx in accordance with Section 3.2(b) setting forth the Inventory Count and Bxxxx’s determination of the Adjustment Amount, together with reasonable supporting calculations and documentation.