Closing Transaction Expenses Certificate definition

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer (or equivalent officer) of the Acquired Entities, and as agreed to by Buyer, 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 and the person to whom such expense is owed).
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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).
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Closing Transaction Expenses Certificate has the meaning ascribed to such term in Section 7.3(e)(v) hereof.
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Examples of Closing Transaction Expenses Certificate in a sentence

  • As promptly as practicable following receipt of the Closing Transaction Expenses Certificate but no later than the Closing, the Buyer shall identify any adjustments that it believes are required to the Closing Transaction Expenses Certificate.

  • If the Buyer identifies any adjustments, the Buyer and the Company shall use reasonable best efforts to resolve any dispute with respect to any such adjustment after which the Company shall re-deliver to the Buyer the Closing Transaction Expenses Certificate reflecting such adjustments.

  • 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.

  • The “Cash Consideration” shall be equal to the remainder of (i) $10,600,000 (as adjusted pursuant to Section 2.12(a)), less (ii) the Company Debt Amount, less (iii) the amount set forth on the Closing Transaction Expenses Certificate, and less (iv) the Marketing Fund Difference.

  • All brokerage, finder's and other fees and commissions payable in connection with the transactions contemplated by this Agreement or any Ancillary Document to the brokers, finders and investment bankers identified on Section 3.25 of the Disclosure Schedules shall be included on the Closing Transaction Expenses Certificate and paid by the Sellers at Closing in accordance with Section 2.03(a)(ii).


More Definitions of Closing Transaction Expenses Certificate

Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of SLG, certifying on behalf of SLG the amount of Unpaid Transaction Expenses remaining as of the Effective 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).
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Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of the Company, certifying the amount of Transaction Expenses remaining unpaid
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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.
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Closing Transaction Expenses Certificate has the meaning ascribed thereto in Section 2.3(d)(iii) of this Agreement.
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Closing Transaction Expenses Certificate means a certificate executed by the Chief Financial Officer of HoldCo, certifying the amount of Transaction
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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.
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Closing Transaction Expenses Certificate means a certificate executed by the Chief
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