Leakage Certificate definition
Examples of Leakage Certificate in a sentence
If the Subscriber fails to deliver a timely Notice of Disagreement, the Closing Leakage Certificate shall become final and binding upon the parties hereto.
Upon the earlier of (i) resolution of all Disputed Items by the Subscriber, the Company and Sanken, or (ii) by the Independent Auditor pursuant to this Section 2.05(d), the Closing Leakage Certificate shall be revised to reflect such resolution, if so required (the date of such final resolution or agreement, the “Final Determination Date”).
If a timely Notice of Disagreement is given by the Subscriber, then the Closing Leakage Certificate (as revised as contemplated in the immediately following clause (i) or (ii) below) shall become final and binding upon the parties hereto upon the earlier to occur of (i) the date the parties hereto resolve in writing any differences they have with respect to all Disputed Items or (ii) the date all Disputed Items are finally resolved in writing by the Independent Auditor pursuant to Section 2.05(c).
The amount of the Leakages mentioned in the Leakage Certificate (the Compensatory Amount) shall be deducted from the Estimated Purchase Price in accordance with the provisions of clause 3.2.
If the Subscriber does not have any disagreement with the Closing Leakage Certificate, then the Subscriber may provide written notice to the Company and Sanken of its agreement to the Closing Leakage Certificate and the Closing Leakage Certificate shall become final and binding upon the parties hereto on the date of the Company’s and ▇▇▇▇▇▇’s receipt of such.
At least three (3) Business Days and not more than five (5) Business Days before the Closing, Seller shall deliver the Leakage Certificate to SPAC.
Seller shall revise such Leakage Certificate prior to the Closing to incorporate any changes that are reasonably appropriate in Seller’s sole and exclusive discretion in light of such comments.
THE PARTIES SUBMIT TO THE JURISDICTION OF SAID COURT AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS.
At least three (3) Business Days and not more than five (5) Business Days prior to the Closing Date, the Company and Newco shall deliver the Leakage Certificate to Parent.
For the avoidance of doubt, the delivery by Seller of the Leakage Certificate does not constitute a limitation of the liability of Seller under this Agreement.