Closing Cash Certificate definition

Closing Cash Certificate has the meaning set forth in Section 1.6(d)(ii).

Closing Cash Certificate means a certificate executed by the President of the Company certifying on behalf of the Company the amount of Cash and Cash Equivalents” as of the open of business on the Closing Date (the “Closing Cash”).

Closing Cash Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying on behalf of the Company an itemized list of all bank accounts of the Company and estimating the Company Cash and cash equivalent balances of the Company in each such account as of the close of business on the day immediately prior to the Closing Date and estimating an aggregate total of such Company Cash and cash equivalents; provided, however, that the Company providing the Closing Cash Certificate shall in no way limit or impair the Stockholders’ Agent’s right to deliver an NWC & Cash Objection Certificate.

Examples of Closing Cash Certificate in a sentence

• The Buyer will, within 15 calendar days of the Closing, notify the Target Partner Representative of Buyer’s acceptance of the Closing Cash Certificate or non-acceptance of the Closing Cash Certificate.

• The Company shall prepare and deliver to Acquiror at or prior to the Closing the Net Working Capital Certificate and Closing Cash Certificate and the Spreadsheet.

• 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.

• The Company shall prepare and deliver to Acquiror, a draft of each of the Net Working Capital Certificate, the Closing Cash Certificate and the Spreadsheet not later than three (3) Business Day prior to the Closing Date.

• The Closing Cash Certificate shall be executed by the Chief Executive Officer and Chief Financial Officer of the Company and shall be deemed to be a representation and warranty of the Company with respect to the amount of Cash held by the Company at Closing.

• Pursuant to Section 2.3(b)(vii), the Company shall deliver the Net Working Capital Certificate and the Closing Cash Certificate to Acquiror at or prior to the Closing, and a draft thereof shall be delivered by the Company to Acquiror not less than three (3) Business Days prior to the Closing Date.

• If the Buyer gives timely notice to the Target Partner Representative that Buyer does not agree with or accept the Closing Cash Certificate, the Buyer shall describe in such notice in reasonable detail all grounds for Buyer’s disagreement.

• The amounts set forth in the Closing Cash Certificate shall be incorporated in the Consideration Allocation Certificate.

• The Buyer shall have the right to review the Closing Cash Certificate and all material back-up and supporting data used in the preparation of the Closing Cash Certificate.

• Parent shall be reasonably satisfied with the form and substance of the Consideration Spreadsheet, the Estimated Closing Transaction Expenses Certificate, the Estimated Closing Indebtedness Certificate, the Estimated Closing Cash Certificate and the Estimated Closing Net Working Capital Statement.