Target Closing Certificate definition

Target Closing Certificate has the meaning set forth in Section 7.2(c).
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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).

  • Families must register in advance to utilize the breakfast program.

  • 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.

  • 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.

  • INCOME ANNUITY means the fixed and variable annuity amounts purchased by an Annuitant under this Contract.

Related to Target Closing Certificate

  • 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.

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

  • 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.

  • Pricing Certificate means a Pricing Certificate substantially in the form of Exhibit C hereto, properly completed and signed by an Authorized Officer of the Borrower.

  • 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.

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

  • practising certificate means a document issued by the Relevant Professional Body entitling you to provide legal services;

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

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

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

  • 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.

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

  • Servicing Certificate A certificate completed and executed by a Servicing Officer on behalf of the Master Servicer in accordance with Section 4.01 of the Servicing Agreement.

  • 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.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

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

  • Interim Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment], other than the Final Payment Certificate.

  • Advance Ruling Certificate means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement;

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

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Second Closing has the meaning set forth in Section 2.2.