Closing Transaction Expenses Certificate definition

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Transaction Expenses remaining unpaid as of the open of business on the Closing Date (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such expense and the Person to whom such expense is owed).

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Transaction Expenses remaining unpaid as of the Closing Date (including an itemized list of each such unpaid Transaction Expense with a description of the nature of such expense and the person to whom such expense is owed).

Closing Transaction Expenses Certificate has the meaning ascribed to such term in Section 7.3(e)(v) hereof.

Examples of Closing Transaction Expenses Certificate in a sentence

• Except as set forth in Section 3.20 of the Companies’ Disclosure Letter and as reflected in the Transaction Expenses on the Closing Transaction Expenses Certificate, which list the broker to be paid by the Corporate Sellers, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any Ancillary Agreement based upon arrangements made by or on behalf of the Company.

• At the Closing Date, as a result of the ARC Legacy Business Sale, the ARC Indebtedness Repayment and the ARC Stockholder Distribution, ARC shall have no business operations, no material assets other than cash, no employees, and no Indebtedness or other liabilities, contingent or otherwise (including any indemnity or other similar obligations resulting from the ARC Legacy Business Sale), other than valid Transaction Expenses of ARC reflected in ARC’s Closing Transaction Expenses Certificate.

More Definitions of Closing Transaction Expenses Certificate

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company and delivered to Parent at least three (3) Business Days prior to the earlier of the Offer Acceptance Time or the Closing, certifying the amount of Transaction Expenses as of the Offer Acceptance 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). Section 1.4 of the Company Disclosure Schedule contains a good faith estimate of the Transaction Expenses as of the date hereof including names of payees and all current billed and unbilled amounts.

Closing Transaction Expenses Certificate has the meaning ascribed thereto in Section 2.3(d)(iii) of this Agreement.

Closing Transaction Expenses Certificate means a certificate executed by Xxxxxxxxxx and Darwin as officers of the Company, certifying the amount of Transaction Expenses (including an itemized list of each such Transaction Expense, with a description of the nature of such expense and the Persons to whom such Transaction Expenses are owed or were paid, and supporting documentation from the Persons that were paid or are owed such Transaction Expenses); provided, however, that notwithstanding anything in this Agreement to the contrary, neither Xxxxxxxxxx nor Xxxxxx shall be entitled to any indemnification by Company with respect to the execution and delivery of such certificate.

Closing Transaction Expenses Certificate means a certificate executed by the Chief Executive Officer of the Company, certifying the amount of Transaction Expenses remaining unpaid as of the close DocuSign Envelope ID: A0C657AC-53B2-41A5-B7BF-DA3532022252

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Transaction Expenses remaining unpaid

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of HoldCo, certifying the amount of Transaction

Closing Transaction Expenses Certificate means a certificate executed by the Chief