Target Closing Certificate definition
Examples of Target Closing Certificate in a sentence
At the Closing, upon delivery of the Target Closing Certificate, Parent and Company shall jointly calculate the adjustments set forth in Sections 2.7(b)(i) and (ii).
Subject to the limitations set forth in Sections 9.2(a) and 9.2(c) and the other limitations set forth in this Agreement, from and after the Effective Time, Acquiror shall be entitled to be indemnified, solely from the Escrow Fund, against any Damages actually incurred by Acquiror as a result of (i) any inaccuracy in any representation or warranty of Target set forth in Section 0 or in the Target Closing Certificate, and (ii) the breach of any covenant of Target in this Agreement.
Notwithstanding anything in this Agreement to the contrary, solely for the purposes of the determination of the amount of Damages pursuant to Section 9.1(a), the representations and warranties of Target in this Agreement, the Target Closing Certificate or the Target Disclosure Schedule that are qualified by materiality or Material Adverse Effect shall be deemed to be made without such materiality or Material Adverse Effect qualifiers.
Subject to Section 9.2(c)(iv), no current or former shareholder, director, officer, employee, affiliate or advisor of Target shall have any personal or individual liability of any nature to Acquiror, the Surviving Corporation or any affiliate of Acquiror or the Surviving Corporation with respect to any inaccuracy of any representation or warranty contained in, or any other breach of, this Agreement or the Target Closing Certificate.
The representations and warranties made by Target in this Agreement (as modified by the Target Disclosure Schedule) and the Target Closing Certificate are the exclusive representations and warranties made by Target in connection with the Acquisition and the other transactions contemplated hereby.
Acquiror and Merger Sub shall have received (i) a certificate executed on behalf of Target by its Chief Executive Officer (the "Target Closing Certificate") to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied, (ii) a certificate executed on behalf of Target by the Secretary of Target (the "Target Secretary's Certificate") to the effect that the conditions set forth in Sections 6.1 (c), 6.2(e) and 6.2(f) have been satisfied, and (iii) the CFO Certificate.