Closing Financial Certificate definition

Closing Financial 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: (A) the amount of Company Closing Cash; (B) the amount of Company Closing Debt; (C) the amount of Company Net Working Capital; (D) the amount of Company Net Working Capital Shortfall or Company Net Working Capital Surplus, as applicable; and (E) the Aggregate Exercise Price.

Closing Financial Certificate shall have the meaning specified in Section 7.17.

Closing Financial Certificate has the meaning set forth in Section 2.3.

Examples of Closing Financial Certificate in a sentence

• Without limiting the foregoing or Section 5.7, the Company shall provide to Acquirer, together with the Company Closing Financial Certificate and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Acquirer to verify and determine the calculations, amounts and other matters set forth in the Company Closing Financial Certificate and the Spreadsheet.

• The Company shall prepare and deliver to Acquirer a draft of each of the Company Closing Financial Certificate and the Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Company Closing Financial Certificate and the Spreadsheet to Acquirer not later than three Business Days prior to the Closing Date.

• The Company shall have delivered to Buyer the duly executed Closing Financial Certificate.

• The Company shall prepare, in good faith, and deliver to Buyer, at least three Business Days prior to the Closing Date, a certificate signed by the Company's Chief Executive Officer and Chief Financial Officer (the "Closing Financial Certificate") setting forth the Estimated Net Receivables Amount and the Estimated Inventory Value.

• In the event that Acquirer notifies the Company that there are reasonably apparent errors in the drafts of the Company Closing Financial Certificate and the Spreadsheet, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.13.

More Definitions of Closing Financial Certificate

Closing Financial Certificate means a certificate prepared in good faith, in relation to the Target Group dated as of the Closing Date and executed by the Sellers (without personal liability and on behalf of the Sellers) setting forth the Closing Financial Estimate, in the form of Exhibit E.

Closing Financial Certificate is defined in Section 1.4(b)(iii).

Closing Financial Certificate means a certificate of the Company, certified as true, correct and complete by the chief executive officer and the chief financial officer of the Company and dated as of the Closing Date, setting forth the Company’s calculation of (i) the Closing Indebtedness Amount (including an itemized list thereof, the Person to whom such payment is to be made, whether it is to be paid at the Effective Time and, if it is not to be paid at the Effective Time, when it is due), (ii) the Unpaid Transaction Expenses (including an itemized list thereof, the Person to whom such payment is to be made, whether it is due as of the Closing and, if it is not due as of the Closing, when it is due), (iii) the Unpaid Pre-Closing Taxes (including an itemized list thereof, the Person to whom such payment is to be made, whether it is due as of the Closing and, if it is not due as of the Closing, when it is due), (iv) the Unpaid Wage Obligations (including an itemized list thereof, the Person to whom such payment is to be made, whether it is due as of the Closing and, if it is not due as of the Closing, when it is due), (v) the Closing Cash Amount, (vi) the Paid Audit Expense Amount (including an itemized list thereof, the Person to whom such payment is to be made, whether it is due as of the Closing and, if it is not due as of the Closing e, when it is due) and (vii) the Aggregate Exercise Price. The Closing Financial Certificate shall be used for purposes of calculating the Base Cash Consideration, it being acknowledged and agreed that its use therefor shall not affect, in any manner whatsoever, any Indemnified Party’s right to indemnification, compensation or reimbursement pursuant to Section 10.2 if any of the information on the Closing Financial Certificate is not accurate or complete, including if any amounts set forth thereon or omitted therefrom resulted in the Base Cash Consideration being higher than it otherwise would have been absent such error.

Closing Financial Certificate means a certificate executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying the Company’s best reasonable estimate, made in good faith and with latest records available: (i) the amount of the Company Closing Cash;(ii) the amount of the Company Closing Debt; and (iii) the amount of the Company Closing Net Working Capital.

Closing Financial Certificate means a certificate executed by the Chief Executive Officer and the Chief Financial Officer of the Company (on behalf of the Company and not in either individual’s personal capacity), dated as of the Closing Date, certifying the estimated amount as of the Closing Date of (a) the Working Capital Adjustment (including in support of the calculation of the Working Capital Adjustment: (i) the estimated balance sheet of the Company as of immediately prior to the Closing prepared in accordance with GAAP in accordance with the Company’s historical practices and methodologies and in a manner consistent with the Working Capital Adjustment Illustration, (ii) an itemized list of each element of the current assets of the Company and (iii) an itemized list of each element of the total liabilities of the Company) (the “Estimated Working Capital Adjustment”), (b) the amount of Closing Cash (the “Estimated Closing Cash”), (c) an itemized list of each item of Closing Indebtedness with a description of the nature of such Closing Indebtedness and the Person to whom such Closing Indebtedness is owed (the “Estimated Closing Indebtedness”), (d) an itemized list of each unpaid Transaction Expense with a description of the nature of such Transaction Expense and the Person to whom such Transaction Expense is owed (the “Estimated Transaction Expenses”) and (e) the amount of long-term deferred revenue (calculated in accordance with GAAP (the “Estimated Long-Term Deferred Revenue”). Any payments to be made in any non-U.S. currency will be converted to U.S. Dollars for purposes of the Closing Financial Certificate using the exchange rate published by The Wall Street Journal, Eastern Edition, seven (7) Business Days prior to the Closing Date.

Closing Financial Certificate has the meaning set forth in Section 6.8.

Closing Financial Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying (i) the amount of all Transaction Expenses and Indebtedness (including an itemized list of each such expense with a description of the nature of such expense and the Person to whom such expense was or is owed); and (ii) the Closing Date Working Capital (including supporting documentation). The Closing Financial 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 and Indebtedness paid or payable at any time prior to, at or following the Closing Date.