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 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.
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.
Examples of Company Closing Financial Certificate in a sentence
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 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, if applicable, the Company shall correct such errors (as determined in good faith by the Company) prior to delivering the final versions of the same in accordance with this Section 5.13.
We have been using current data from a mooring maintained by UCSB and from an array of current meters in the Santa Barbara Channel and Santa Maria Basin maintained by the Center for Coastal Studies at Scripps.
The accounts receivable of the Company (collectively, the “ Accounts Receivable ”) as reflected on the Company Balance Sheet and as will be reflected in the Company Closing Financial Certificate arose in the ordinary course of business consistent with past practice and represent bona fide claims against debtors for sales and other charges.
Pursuant to Section 5.13, the Company shall deliver the Company Closing Financial Certificate to Acquirer not later than three Business Days prior to the Closing Date.
More Definitions of Company Closing Financial Certificate
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) an itemized list of each element of the Company’s consolidated total current assets and (B) an itemized list of each element of the Company’s consolidated total current liabilities), (ii) Company Closing Cash, (iii) Company Debt issued and outstanding as of the Closing Date (along with 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 (iv) any Transaction Expenses that are incurred but unpaid as of the Closing (along with an itemized list of such Transaction Expenses and the Person to whom they are owed).
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 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.
Company Closing Financial Certificate means a certificate executed by the Chief Executive 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, 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 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.