Transaction Costs Certificate definition

Transaction Costs Certificate is defined in Section 2.4(b)(ii).
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Transaction Costs Certificate means a certificate executed by the Chief Financial Officer of the Company dated as of the Closing Date, certifying the Transaction Cost Amount (including an itemized list of each Transaction Cost with a description of the nature of such expense and the Person to whom such expense was or is owed). The Transaction Costs Certificate shall include a representation of the Company, certified by the Chief Financial Officer of the Company, that such certificate includes all of the Transaction Costs paid or payable at any time prior to, at or following the Closing, it being the express intent of the parties hereto that to the maximum extent possible all the Transaction Costs be deducted in the calculation of the Merger Consideration and that there be no Transaction Costs to be indemnified pursuant to Section 9.3 hereof.
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Transaction Costs Certificate is defined in Section 3.2(viii).
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Examples of Transaction Costs Certificate in a sentence

  • Concurrent with the Closing and to the extent such amounts are not paid by the Company prior to the Closing, Purchaser will cause the Company to pay the amount of such Indebtedness or Company Transaction Costs as set forth in the Payoff Letters and described more fully on the Company Closing Transaction Costs Certificate and the Company Closing Indebtedness Certificate.

  • Parent shall have received the Company Transaction Costs Certificate pursuant to Section 4.9.

  • The Working Capital Certificate, the Indebtedness Certificate, the Transaction Costs Certificate and the Allocation Certificate are true and correct in all material respects.

  • The Company Transaction Costs Certificate shall separately set forth those Company Transaction Costs that are to be paid by Parent at Closing and shall provide Parent with (a) the identity of each Person that is to be paid at Closing; (b) the amount owed or to be owed to each such Person; and (c) the bank account and wire transfer information for each such Person.

  • Proposer shall submit three (3) sets of all submittal Documents, (1) clearly marked “original” and (1) clearly marked “copy”; and one (1) on electronic media (i.e. flash drive or cd).

  • You are not allowed to smoke in public buildings, big department stores, underground stations, etc., although some people still do.

  • The Company shall prepare and deliver the final Company Net Working Capital Certificate and the final Transaction Costs Certificate to Purchaser at or prior to the Closing.

Related to Transaction Costs Certificate

  • Transaction Costs means all fees, costs and expenses incurred or payable by the Borrower or any Subsidiary in connection with the Transactions.

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

  • Final Payment Certificate means the payment certificate issued under Sub-Clause 14.13 [Issue of Final Payment Certificate].

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

  • Payment Certificate means a payment certificate issued under Clause 14 [Contract Price and Payment].

  • Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).

  • 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 5.2 is satisfied in all respects.

  • 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.

  • Acquisition Costs means all fees, costs, expenses, stamp, registration or transfer Taxes incurred by the Group in connection with the Acquisition.

  • Transaction Expenses means any fees or expenses incurred or paid by the Investors, Holdings, the Borrower or any of its (or their) Subsidiaries in connection with the Transactions (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

  • Accountant's Certificate means an opinion signed by an independent certified public accountant or firm of certified public accountants (which may be the Accountants) from time to time selected by the Issuer.

  • Collection Costs means an amount that the Municipality can charge with regard to the enforcement of a consumer’s monetary obligations;

  • Senior Support Certificate A Senior Certificate that provides additional credit enhancement to certain other classes of Senior Certificates and designated as such in the Preliminary Statement of the Series Supplement.

  • Tax credit certificate means a certificate issued by the office that:

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Company Transaction Costs means all fees and expenses of the Company's investment banking, financial, legal, accounting and other advisers in connection with the Merger, this Agreement and the Ancillary Agreements, the negotiations related thereto, and the transactions contemplated hereby and thereby.

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Distribution Costs means all costs of:

  • Quarterly Certificate has the meaning provided in Section 2.1(a)(i) of this Commercial Shared-Loss Agreement.

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Occupancy Certificate means the occupancy certificate, or such other certificate by whatever name called, issued by the competent authority permitting occupation of any building, as provided under local laws, which has provision for civic infrastructure such as water, sanitation and electricity;

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-18 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Class A-S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-8 hereto.