Closing Expenses Certificate definition

Closing Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Transaction Expenses not paid immediately prior to the Effective Time (including an itemized list of each such Transaction Expense with a description of the nature of such expense and the Person to whom such expense is owed).
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Closing Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, on behalf of the Company, dated as of the Closing Date, certifying the aggregate amount of the Transaction Expenses (including an itemized list of each such Transaction Expense with a brief but reasonable description of the nature of such expense and the Person to whom such expense is owed). The Closing Expenses Certificate shall include a representation of the Company, certified by the Chief Financial Officer of the Company, that such certificate includes all of the Transaction Expenses, it being the express intent of the Company and Parent that to the maximum extent possible all of the Transaction Expenses unpaid immediately prior to the Closing be included within the Transaction Expenses deducted in the calculation of the Total Merger Consideration and that there be no Indemnifiable Transaction Expenses.
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Closing Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Transaction Expenses not paid immediately prior to the Effective Time (including an itemized list of each such Transaction Expense, invoices therefor and wire instructions for the payment thereof).
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Examples of Closing Expenses Certificate in a sentence

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

  • In order to facilitate such payment, the Company shall provide at least five calendar days prior to the Closing, (i) the Closing Expenses Certificate and (ii) wire transfer instructions for the satisfaction of such Transaction Expenses.

  • Purchaser shall have received each of the agreements, instruments and other documents set forth in Section 1.2(b); provided, however, that such receipt shall not be deemed to be an agreement by Purchaser that the amounts set forth on the Closing Expenses Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth in Section 1.2(b) is accurate and shall not diminish Purchaser’s remedies hereunder if any of the foregoing documents is not accurate.

  • At the Closing, Acquiror, or a paying agent selected by Acquiror, shall pay any outstanding amounts of Transaction Expenses and Company Debt set forth on the Closing Expenses Certificate on behalf of Company through a deduction to the Aggregate Cash Consideration Amount.

  • The Company shall prepare and deliver to Acquiror, a draft of each of the Closing Expenses Certificate, the Company Net Working Capital Certificate and the Spreadsheet not later than five Business Days prior to the Closing Date.

  • The Company shall have delivered to Parent the Estimated Net Working Capital Certificate, the completed Net Working Capital Schedule, the Closing Expenses Certificate and the Closing Statement described in Section 6.6.

  • The Company shall prepare and deliver to Purchaser at or prior to the Closing the Closing Expenses Certificate.

  • Acquirer will have received the final Net Working Capital Certificate and Closing Expenses Certificate and the final Spreadsheet; provided, however, that such receipt shall not be deemed to be an agreement by Acquirer that the amounts set forth in any such document is accurate and shall not diminish Acquirer’s remedies hereunder if any of the foregoing documents is not accurate.

  • The Company shall prepare and deliver to Acquiror, a draft of each of the Closing Expenses Certificate and the Company Net Working Capital Certificate not later than two (2) Business Days prior to the Closing Date.

  • Within thirty (30) days of Closing, the Representative shall deliver to the Buyer the Closing Expenses Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Buyer to verify and determine the amount of Transaction Expenses.


More Definitions of Closing Expenses Certificate

Closing Expenses Certificate means a certificate executed on behalf of the Company by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Transaction Expenses that are then outstanding or that were paid after April 1, 2014 (including an itemized list of each Transaction Expense with a description of the nature of such expense and the Person to whom such expense was or is owed). The Closing Expenses Certificate shall include a representation of the Company, certified by the Chief Financial Officer of the Company on behalf of the Company, that such certificate includes all of the Transaction Expenses of the sort described above, paid or payable at any time prior to, at or following the Closing Date, it being the expressed intent of the Company and Purchaser that to the maximum extent possible all the Transaction Expenses be deducted in the calculation of the Closing Cash Consideration and that there be no Indemnifiable Transaction Expenses.
Sample 1
Closing Expenses Certificate means a certificate executed by the President of the Company and the Sellers’ Agent dated as of the Closing Date, certifying the amount of Transaction Expenses (including an itemized list of each Transaction Expense with a description of the nature of such expense and the Person to whom such expense was or is owed). The Closing Expenses Certificate shall include a representation of the Sellers’ Agent and the Company, certified by the Sellers’ Agent and the President of the Company, respectively, that such certificate includes all of the Transaction Expenses paid or payable at any time prior to, at or following the Closing Date, it being the expressed intent of the Sellers and Purchaser that to the maximum extent possible all of the Transaction Expenses be included in the calculation of the Initial Share Purchase Consideration and that there be no Indemnifiable Transaction Expenses.
Sample 1
Closing Expenses Certificate means a certificate executed by the Chief Financial Officer of Company dated as of the Closing Date, certifying the amount of Transaction Expenses (including an itemized list of each Transaction Expense with a description of the nature of such expense and the Person to whom such expense was or is owed). The Closing Expenses Certificate shall include a representation of Company, certified by the Chief Financial Officer of Company, that such certificate includes all of the Transaction Expenses paid or payable at any time prior to, at or following the Closing Date, it being the expressed intent of Company and Acquirer that to the maximum extent possible all the Transaction Expenses be deducted in the calculation of the Total Merger Consideration and that there be no Indemnifiable Transaction Expenses; provided, however, that any Transaction Expenses paid on or prior to the Closing Date shall not be included as an Indemnifiable Transaction Expense, provided that such amounts are appropriately reflected in the NWC Calculations.
Sample 1
Closing Expenses Certificate means a certificate executed by the President or Chief Executive Officer of the Company, dated as of the Closing Date, certifying the amount of Merger Expenses (including an itemized list of each Merger Expense with a general description of the nature of such expense and the Person to whom such expense was or is owed). The Closing Expenses Certificate shall include a representation of the Company, certified by the President or Chief Executive Officer of the Company, that such certificate includes all of the Merger Expenses paid or payable at any time prior to, at or following the Closing Date, it being the expressed intent of the Company and Acquiror that to the maximum extent possible all the Excess Merger Expenses be deducted in the calculation of the Initial Cash Consideration and that there be no Indemnifiable Merger Expenses.
Sample 1
Closing Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the amount of Transaction Expenses (including an itemized list of each Transaction Expense with a description of the nature of such expense and the Person to whom such expense was or is owed). The Closing Expenses Certificate shall include a representation of the Company, certified by the Chief Financial Officer of the Company, that such certificate includes all of the Transaction Expenses paid or payable at any time prior to, at or following the Closing Date, it being the expressed intent of the Company and Acquiror that to the maximum extent possible all the Transaction Expenses be deducted in the calculation of the Merger Consideration and that there be no Indemnifiable Transaction Expenses.
Sample 1
Closing Expenses Certificate means a certificate delivered by the Company to Parent no later than five (5) Business Days prior to the Closing Date setting forth all Transaction Expenses and the Company’s good faith estimate of the Tax Liability Amount.
Sample 1

Related to Closing Expenses Certificate

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

  • Capital Securities Certificate means a certificate evidencing ownership of Capital Securities, substantially in the form attached as Exhibit D.

  • Closing Costs means, collectively, all initial costs and fees that identified above and in Section 16 that Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.

  • Preferred Securities Certificate means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit C.

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Sarbanes Certification has the meaning set forth in Section 9.21(b)(iii) of the Sale and Servicing Agreement.

  • Restricted Securities Certificate means a certificate substantially in the form set forth in Annex B.

  • Securities Certificate means any one of the Common Securities Certificates or the Preferred Securities Certificates.

  • Common Securities Certificate means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit C.

  • Unrestricted Securities Certificate means a certificate substantially in the form set forth in Annex C.

  • Financing Costs Adjustment Date means each of the following days:

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-22 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Definitive Preferred Securities Certificates means Preferred Securities issued in certificated, fully registered form that are not Global Preferred Securities.

  • Class A-S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto.

  • Definitive Capital Securities Certificates means either or both (as the context requires) of (i) Capital Securities Certificates issued as Book-Entry Capital Securities Certificates as provided in Section 5.11, and (ii) Capital Securities Certificates issued in certificated, fully registered form as provided in Section 5.13.

  • Final Certificate in relation to the work shall mean the certificate regarding the satisfactory compliance, performance and fulfillment of all Contractual Obligations as issued by the Head of SBU & PC – Rock Phosphate.

  • Book-Entry Preferred Securities Certificates means a beneficial interest in the Preferred Securities Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 5.11.

  • Sarbanes Certifying Party A Person who provides certification required under the Xxxxxxxx-Xxxxx Act of 2002 in connection with a Securitization or other securitization transaction.

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Trust Securities Certificate means any one of the Common Securities Certificates or the Preferred Securities Certificates.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Additional Servicing Expenses means (a) all Property Protection Advances, fees and/or expenses incurred by and reimbursable to any Servicer, Trustee, Certificate Administrator or fiscal agent pursuant to the Servicing Agreement relating solely to the Mortgage Loan, and (b) all interest accrued on Advances made by (x) any Servicer or Trustee in accordance with the terms of the Servicing Agreement or (y) any Non-Lead Servicer or Non-Lead Trustee in accordance with the terms of the Non-Lead Securitization Servicing Agreement.

  • Self Audit Certificate means the certificate in the form as set out in Framework Schedule 9 (Self Audit Certificate) to be provided to the Authority in accordance with Clause 17.3 (Records and Audit Access);

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.