Company Closing Financial Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying, as of the Closing, to each item set forth on the Pre-Closing WC Statement, the Estimated Closing Statement and the Closing Spreadsheet.
Company Closing Financial Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying, as of the Closing, the amount of (i) Company Net Working Capital (including (A) the Company’s balance sheet as of the Closing prepared on a consistent basis with the Company Balance Sheet, (B) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (C) an itemized list of each element of the Company’s consolidated current assets and (D) an itemized list of each element of the Company’s consolidated total current liabilities) and (ii) any Transaction Expenses that are incurred but unpaid.
Company Closing Financial Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying, as of the Closing, the amount of (i) Company Cash, (ii) Company Debt (including (A) an itemized list of each Company Debt (other than Excess Consignor AP) with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed and (B) a calculation of Excess Consignor AP), (iii) Company Net Working Capital (including (A) the Company’s balance sheet as of the Closing prepared on a consistent basis with the Company Balance Sheet, (B) an itemized list of each element of the Company’s consolidated current assets, including Company AR, Company Chargebacks and Company Inventory, and (C) an itemized list of each element of the Company’s consolidated total current liabilities, including Company Consignor AP) and (iv) any Transaction Expenses that are incurred but unpaid.
Examples of Company 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.
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.
Without limiting the foregoing or Section 6.6, 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 draft of the Company Closing Financial Certificate shall set forth the Company’s good faith estimate, as of three (3) Business Days prior to the expected Closing Date, of items (i) through (iv) set forth in the definition of “Company Closing Financial Certificate” on Exhibit A hereto.
More Definitions of Company Closing Financial Certificate
Company Closing Financial Certificate means a certificate executed by an executive officer of the Company reflecting the Company’s best estimation as of the Closing Date, dated as of the Closing Date, certifying, as of January 14, 2022, (i) the amount of Company Net Working Capital (including (A) the Closing Balance Sheet (B) an itemized list of each element of the Company’s consolidated current assets included therein and (B) an itemized list of each element of the Company’s consolidated current liabilities included therein), (ii) an itemized list of each item of Company Debt that remains unpaid as of January 14, 2022 with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iii) an aggregate amount of Company Cash, (iv) the amount of any Transaction Expenses that are unpaid as of the January 14, 2022 (whether or not incurred as of January 14, 2022) and (v) that the Closing Balance Sheet, which shall be attached as an exhibit, has been prepared in accordance with IFRS on a consistent basis with the Company Balance Sheet.
Company Closing Financial Certificate means a certificate in form and substance reasonably satisfactory to Acquirer, executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying, as of the Closing, the amount of (i) Company Net Working Capital, (ii) Company Debt that is outstanding, including an itemized list of such Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iii) Company Cash and (iv) any Transaction Expenses that are incurred but unpaid.
Company Closing Financial Certificate means a certificate executed by the Managers of the Company dated as of the Closing Date, certifying, as of the Closing, the Company’s good faith estimate of the amount of (i) Company Net Working Capital and calculation of Closing Net Working Capital Shortfall or Closing Net Working Capital Excess, as applicable prepared on a consistent basis with the Sample Calculation, including (A) the Company Balance Sheet, (B) an itemized list of each element of the Company’s consolidated accounts receivables (excluding doubtful accounts), from the Company’s top 15 customers and a good faith estimate of all consolidated accounts receivables (excluding doubtful accounts) as of the Closing Date, (C) estimated prepaid expenses and other current assets and (D) an estimate of Company’s consolidated accounts payables and current liabilities, (ii) any Transaction Expenses that are incurred but unpaid and (iii) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed.
Company Closing Financial Certificate means a certificate, in form and substance reasonably satisfactory to Buyer, executed by the Chief Executive Officer of the Company, on behalf of the Company and not in his personal capacity, dated as of the Closing Date, certifying the estimated amount as of the Closing Date of (i) the Company’s good faith estimate of the Company Net Working Capital including, in support of the calculations of the Company Net Working Capital, the Company’s estimated balance sheet as of the Closing Date prepared on a consistent basis with the Financial Statements, and (ii) incurred but unpaid Transaction Expenses. The Company Closing Financial Certificate shall be prepared by the Company in accordance with Israeli GAAP (as consistently applied by the Company) and shall fairly and accurately present the Company’s good faith best estimates (based on reasonable assumptions) as of the close of business on the Closing Date.
Company Closing Financial Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying, as of the Closing, the amount of (i) Company Net Working Capital and calculation of Closing Net Working Capital Shortfall or Closing Net Working Capital Excess, as applicable (including (A) the Company’s balance sheet prepared on a consistent basis with the Company Balance Sheet, (B) an itemized list of each element of the Allowable Accounts Receivable and the Company’s prepaid expenses and other short-term assets and (C) an itemized list of each element of the Company’s consolidated accounts payables and accrued liabilities, (ii) Company Net Cash (including (A) the Company’s balance sheet prepared on a consistent basis with the Company Balance Sheet and (B) an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed), and (iii) any Transaction Expenses that are incurred but unpaid.
Company Closing Financial Certificate means a certificate, in the form attached hereto for informational purposes only as Exhibit J, executed and delivered by an officer of the Company and dated as of the Closing Date, certifying, as of the Closing, the amount of (i) Company Net Working Capital (including (A) an itemized list of each element of the Company’s current assets with the substance reasonably acceptable to Acquirer, and (B) an itemized list of each element of the Company’s total current liabilities with the substance reasonably acceptable to Acquirer), (ii) Company Cash, (iii) Company Debt, including an itemized list of each item of Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed and (iv) any Transaction Expenses that are incurred but unpaid as of the Closing, including an itemized list of each such Transaction Expenses and the Person to whom such Transaction Expenses are owed.
Company Closing Financial Certificate means a certificate executed by the Chief Financial Officer of the Company, dated as of the Closing Date, certifying the Company's good faith estimate of the amount of (i) Company Net Working Capital (including: (A) the Company's balance sheet as of the Effective Time prepared in a manner consistent with GAAP and the Company Balance Sheet, (B) an itemized list of each element of the Company's current assets and (C) an itemized list of each element of the Company's current liabilities including all unpaid Taxes), (ii) incurred but unpaid Transaction Expenses, (iii) the amount of Company Debt as of the Effective Closing Time, including an itemized list of each Company Debt with a description of the nature of such Company Debt and the Person to whom such Company Debt is owed, (iv) the BWC Pre-Closing Collections Amount and (v) the BWC Advance Amount.