Closing Payment Certificate Clause Samples
The Closing Payment Certificate clause defines the process for issuing a final statement of payments due between parties at the conclusion of a contract or project. Typically, this certificate is prepared by one party, reviewed and agreed upon by the other, and details all outstanding amounts, adjustments, or reconciliations required before final settlement. Its core function is to ensure both parties have a clear, agreed-upon record of financial obligations, thereby preventing future disputes over payments and facilitating a clean contractual closeout.
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Closing Payment Certificate. (a) No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer: (i) the Closing Payment Certificate (with the Closing Date Allocation Schedule and Closing Adjustment Schedule attached as annexes thereto); (ii) a pay-off letter in form and substance reasonably satisfactory to Buyer duly executed by each Person to whom any Closing Indebtedness (other than Taxes included in Closing Indebtedness) is (or at the Closing will be) owed by the Company, the Final Surviving Corporation or any Subsidiary of the Company, which shall include a complete release of the Company, the Final Surviving Corporation and each Subsidiary of the Company from all Liens and Liabilities with respect to such Closing Indebtedness, effective upon the discharge of such Closing Indebtedness at the Closing, and authorization of Buyer or the Company to prepare and file all related Lien release documentation (each, a “Pay-Off Letter”); and (iii) final invoices submitted by each Person to whom any Transaction Expenses (other than any Taxes included in Transaction Expenses) are (or at the Closing will be) owed, which shall state that the amount invoiced thereby represents all Transaction Expenses payable to such Person with respect to the period through the Closing.
(b) Between the date of delivery of the Closing Payment Certificate and until the Closing, the Company shall make available its accountants and/or counsel, the work papers and back-up materials used or useful in preparing the Closing Payment Certificate to Buyer, as reasonably requested by Buyer, and shall cause the relevant personnel of the Company to cooperate with Buyer in connection with its review.
(c) The Company will review any comments to the Closing Payment Certificate, the Closing Date Allocation Schedule, the Closing Adjustment Schedule and the Adjustment Amount provided by Buyer and consider, in good faith, any changes proposed by Buyer, and shall accept any reasonable comments proposed by Buyer. If any information contained in the Closing Payment Certificate, including the Closing Date Allocation Schedule and/or the Closing Adjustment Schedule, is determined to be inaccurate or incomplete, the Company shall deliver an updated Closing Payment Certificate, Closing Date Allocation Schedule and Closing Adjustment Schedule no later than the next Business Day after the need for such update is determined or identified.
Closing Payment Certificate. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate, duly executed by an executive officer of Seller on behalf of Seller, accurately setting forth Seller's good faith estimate of (i) the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital"), (ii) the Cash on Hand as of the Closing Date (the "Estimated Cash on Hand"), (iii) the Indebtedness as of the Closing Date (the "Estimated Closing Indebtedness"), (iv) the Funded Indebtedness as of the Closing Date (the "Estimated Funded Indebtedness"), (v) the unpaid Company Transaction Expenses as of the Closing Date (the "Estimated Closing Transaction Expenses") and (vi) the resulting Closing Consideration (the "Estimated Closing Consideration"), together with a projected unaudited consolidated balance sheet of Newco and the Sold Subsidiaries as of the Closing Date (which shall be prepared in cooperation with the Chief Financial Officer of Newco) and all other reasonable supporting documentation as well as wire instructions for each Person entitled to receive any payment in respect of the Estimated Closing Consideration, Estimated Closing Transaction Expenses and Estimated Funded Indebtedness (such certificate and related deliverables, collectively, the "Closing Payment Certificate").
Closing Payment Certificate. Not later than two Business Days prior to the Closing, the Shareholders’ Representative will furnish to the Purchaser a certificate, in form and substance reasonably satisfactory to the Purchaser (the “Closing Payment Certificate”), signed by the Company, the Shareholders’ Representative and each of the Shareholders, dated the Closing Date, that sets forth each party entitled to a payment pursuant to Section 2.4(b) and the amount of the cash payment due to such Person, the aggregate amount of which shall not exceed the Cash Purchase Price, as adjusted pursuant to Section 2.6(b) and Section 2.7(b), plus the Closing Debt Payment Amount. Holdings and the Purchaser will be entitled to rely conclusively on the amounts set forth in the Closing Payment Certificate.
Closing Payment Certificate. Prior to the Closing Date, Sellers have prepared and delivered to Purchaser a certificate (the “Closing Payment Certificate”) signed and attested to by Sellers certifying Sellers’ good faith estimate (including all calculations in reasonable detail) of all payments required at Closing and including or attaching the following: (i) the Estimated Closing Date Balance Sheet (which shall include a line item specifying a good faith estimate of Cash of the Acquired Entities as of Closing and a statement of the Estimated Net Working Capital substantially in the form of Annex 1); (ii) the aggregate amount of all Company Expenses (if any), accompanied by an invoice or pay-off letter from each applicable third-party payee to whom Company Expenses will be owing as of the Closing; (iii) the aggregate amount of all Closing Indebtedness (if any) and a spreadsheet showing the amount of Closing Indebtedness owing to each creditor thereof; and (iv) wire instructions for all of the payments referenced in this Section 2.2(b).
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Closing Payment Certificate. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate (the “Closing Payment Certificate”), signed by its Chief Executive Officer and Chief Financial Officer on behalf of the Company, certifying the Company’s good faith estimate of (a) the Net Working Capital Amount (such estimate, the “Estimated Net Working Capital Amount”), (b) Closing Date Indebtedness (such estimate, the “Estimated Closing Date Indebtedness”), (c) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”), and (d) Closing Cash (such estimate, “Estimated Closing Cash”), in each case, with reasonable documentation supporting the calculation of each of such amounts. If prior to the Closing Date, Parent disputes all or any portion of the Closing Payment Certificate, the chief financial officers of the Company and Parent shall promptly meet and seek in good faith to resolve the dispute(s) and the chief financial officer of the Company shall consider in good faith the views of the chief financial officer of Parent in deciding whether, in the Company’s reasonable discretion, to make any adjustments to the amounts to be included as part of a revised Closing Payment Certificate (which such revised certificate shall be delivered to Parent prior to the Closing Date and shall be deemed to be the Closing Payment Certificate for all purposes of this Agreement, including the calculation of the Initial Aggregate Cash Consideration).
Closing Payment Certificate. At least two Business Days prior to the Closing, Sellers’ Representative will have furnished to Buyer a certificate (the “Closing Payment Certificate”), signed by the Acquired Companies and each of the Sellers, which sets forth, with reasonable specificity, the Estimated Closing Purchase Price, each Person entitled to a payment in respect of the Seller Transaction Expenses or the Closing Debt Amount, the amount due to such Person and the applicable wire instructions for the account or accounts of such Person designated to receive such payment.
Closing Payment Certificate. A certificate substantially in the form attached as Exhibit A.
Closing Payment Certificate. At least three (3) Business Days prior to the Closing Date, Seller Representative shall have prepared and delivered to Purchaser Representative a certificate (the “Closing Payment Certificate”) signed and attested to by an officer of Seller Representative certifying Seller Representative’s good faith estimate (including all calculations in reasonable detail) of: (i) all payments required at Closing and including or attaching the following: (A) the aggregate amount of all Seller Expenses (if any), accompanied by an invoice or pay-off letter from each applicable third-party payee to whom Seller Expenses will be owing as of the Closing; (B) the aggregate amount of all Closing Indebtedness (if any) and a spreadsheet showing the amount of Closing Indebtedness owing to each creditor thereof; and (C) wire instructions for Sellers and all of the payments referenced in this Section 2.2(b) or to be made pursuant to Section 2.2(c); (ii) Net Working Capital (such estimated amount, “Estimated Net Working Capital”); and (iii) the resulting Closing Payment Amount.
Closing Payment Certificate. The Company shall have delivered to the Buyer the Closing Payment Certificate, including the Allocation Schedule attached thereto.