Common use of Closing Payment Certificate Clause in Contracts

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").