Contributing Party Closing Certificate definition

Contributing Party Closing Certificate has the meaning set forth in Section 7.2(c).
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Contributing Party Closing Certificate has the meaning set forth in Section 7.2(b). “Control” means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have correlative meanings. “Deductible” has the meaning set forth in Section 9.8(a). “Effective Time” has the meaning set forth in Section 3.1. “Environmental Activity” shall mean any investigation, study, assessment, evaluation, sampling, testing, monitoring, containment, removal, disposal, closure, corrective action, remediation (regardless of whether active or passive), natural attenuation, restoration, bioremediation, response, repair, corrective measure, cleanup, pollution control or abatement that is required or necessary under any applicable Environmental Law, including institutional or engineering controls or participation in a governmental voluntary cleanup program to conduct voluntary investigatory and remedial actions for the clean-up, removal or remediation of Hazardous Substances that exceed actionable levels established pursuant to Environmental Laws, or participation in a supplemental environmental project in partial or whole mitigation of a fine or penalty.
Sample 1

Related to Contributing Party Closing Certificate

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

  • Closing Certificates means the officer’s certificates referenced in Section 7.3 and Section 8.3.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Specified Merger Agreement Representations means such of the representations and warranties made with respect to the Company and its Subsidiaries by the Company in the Merger Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Additional Closing has the meaning set forth in Section 2.3.

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Placement Agent, the Company and the Escrow Agent pursuant to which the Investors shall deposit their Investment Amounts with the Escrow Agent to be applied to the transactions contemplated hereunder, in the form of Exhibit B hereto.

  • Second Closing Date means the date of the Second Closing.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Contribution Notice means a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Xxx 0000.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.