Common use of Payment Certifications Clause in Contracts

Payment Certifications. At, and as a condition to, the Closing, the Company shall cause the following certifications to be delivered to Buyer: (i) a certificate of the Chief Executive Officer of the Company (the “Allocation Certificate”) certifying that, to the best of his knowledge, (i) the Allocation Schedule was prepared in accordance with the terms and conditions of this Agreement and the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effect immediately prior to the Effective Time; (ii) the information set forth on such Allocation Schedule is true, correct and complete; and (iii) each Equity Holder’s status as an Accredited Investor or Non-Accredited Investor; (ii) a certificate of the Chief Financial Officer of the Company (the “Transaction Costs Certificate”) certifying that, to the best of his knowledge, on behalf of the Company, as to the total amount of all Transaction Costs incurred on or prior to the Effective Time (which Transaction Costs Certificate shall include certifications (i) that there are no additional Transaction Costs incurred prior to the Effective Time other than those reflected therein, (ii) that each Person to whom the Company could be obligated to pay any Transaction Costs was notified at least three days prior to the Closing Date that all invoices for Transaction Costs must be delivered to the Company prior to the Closing Date, (iii) as to the amount of Taxes for which any Group Company will become liable upon payment of any Transaction Costs to employees of such Group Company, and (iv) as to each Person to whom Transaction Costs are owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Transaction Costs; (iii) a certificate of the Chief Financial Officer of the Company (the “Indebtedness Certificate”) certifying to the best of his knowledge, on behalf of the Company, as to the total amount of the Closing Indebtedness (which Indebtedness Certificate shall include certifications (i) that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein and (ii) as to each lender to whom Closing Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Closing Indebtedness outstanding at the Effective Time; and (iv) a certificate of the Chief Financial Officer of the Company (the “Working Capital Certificate”) certifying to the best of his knowledge as to the amount of the Estimated Net Working Capital Adjustment and an estimate of the Closing Net Working Capital Deficit as of the Effective Time (the “Estimated Closing Net Working Capital Deficit”). The Estimated Closing Net Working Capital Deficit, and Estimated Net Working Capital Adjustment (and the individual elements thereof, as applicable) shall be determined and prepared in accordance with GAAP and, to the extent not inconsistent therewith, consistently with the policies, principles, procedures and methodologies used in calculating the Target Net Working Capital as set forth on the Net Working Capital Schedule (the “Working Capital Methodology”). In all instances where GAAP and past practices are inconsistent, GAAP will prevail.

Payment Certifications. At, and as a condition to, the Closing, the Company shall cause the following certifications to be delivered to Buyer: (i) a A certificate of the Chief Executive Officer of the Company (the “Allocation Certificate”) certifying that, to the best of his knowledge, (iA) the Closing Allocation Schedule was prepared in accordance with the terms and conditions of this Agreement and the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effect immediately prior to the Effective Time; and (iiB) the information set forth on such Closing Allocation Schedule is true, correct and complete; and (iii) each Equity Holder’s status as an Accredited Investor or Non-Accredited Investor; (ii) a A certificate of the Chief Financial Executive Officer of the Company (the “Transaction Costs Financial Certificate”) certifying that, to the best of his knowledgecertifying, on behalf of the Company, as to (A)(1) the total amount of all Unpaid Transaction Costs, (2) each payee to whom such Unpaid Transaction Costs incurred on or prior to are owed at the Effective Time (which and the amount thereof, along with wire transfer or other instructions for payment of the such Unpaid Transaction Costs Certificate shall include certifications (i) Costs, and a certification that there are no additional Transaction Costs incurred prior to but unpaid as of the Effective Time other than except for those reflected therein, (ii3) that each Person to whom the Company could be obligated to pay any Transaction Costs payee was notified at least three five (5) days prior to the Closing Date that all invoices for Transaction Costs must be delivered to the Company prior to the Closing Date, Date and (iii4) as to the amount of Taxes and payroll charges for which any Group Company is or will become liable upon payment as Transaction Costs, (B)(1) the total amount of any Transaction Costs to employees of such Group CompanyUnpaid Closing Indebtedness, and (iv2) as to each Person lender to whom Transaction Costs are Unpaid Closing Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Transaction Costs; Unpaid Closing Indebtedness and (iii3) a certificate of the Chief Financial Officer of the Company (the “Indebtedness Certificate”) certifying to the best of his knowledge, on behalf of the Company, as to the total amount of the Closing Indebtedness (which Indebtedness Certificate shall include certifications (i) certification that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein and (ii) as to each lender to whom Closing Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Closing Indebtedness outstanding at the Effective Time; and (iv) a certificate of the Chief Financial Officer of the Company (the “Working Capital Certificate”) certifying to the best of his knowledge as to the amount of the Estimated Net Working Capital Adjustment and an estimate of the Closing Net Working Capital Deficit as of the Effective Time other than that reflected therein; and (C) the “Estimated amount of Closing Net Working Capital Deficit”). The Estimated Closing Net Working Capital Deficit, and Estimated Net Working Capital Adjustment (and Cash in the individual elements thereof, Company’s bank accounts as applicable) shall be determined and prepared in accordance with GAAP and, to of the extent not inconsistent therewith, consistently with the policies, principles, procedures and methodologies used in calculating the Target Net Working Capital as set forth on the Net Working Capital Schedule (the “Working Capital Methodology”). In all instances where GAAP and past practices are inconsistent, GAAP will prevailEffective Time.

Payment Certifications. At, and as a condition to, the Closing, the Company shall cause the following certifications to be delivered to Buyer: (i) a A certificate of the Chief Executive Officer of the Company (the “Allocation Certificate”) certifying that, to the best of his knowledge, (i) the Allocation Schedule was prepared in accordance with the terms and conditions of this Agreement Agreement; and the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effect immediately prior to the Effective Time; (ii) the information set forth on such Allocation Schedule is true, correct and complete; and (iii) each Equity Holder’s status as an Accredited Investor or Non-Accredited Investor; (ii) a A certificate of the Chief Financial Officer Vice President of Finance of the Company (the “Transaction Costs Certificate”) certifying that, to the best of his knowledgecertifying, on behalf of the Company, as to the total amount of all Transaction Costs incurred on or prior to that will be outstanding as of the Effective Time (which Transaction Costs Certificate shall include certifications (i) that there are no additional Transaction Costs incurred prior to the Effective Time other than those reflected therein, (ii) that each Person to whom the Company could be obligated to pay any Transaction Costs was notified at least three days prior to the Closing Date that all invoices for Transaction Costs must be delivered to the Company prior to the Closing Date, (iii) as to the amount of Taxes for which any Group Company will become liable upon payment of any Transaction Costs to employees of such Group Company, and (iv) as to each Person to whom Transaction Costs are owed at the Effective Time Time, identify such Person and the amount thereof), along with wire transfer or other instructions for payment of the Transaction Costs; (iii) a A certificate of the Chief Financial Officer Vice President of Finance of the Company (the “Indebtedness Certificate”) certifying to the best of his knowledgecertifying, on behalf of the Company, as to the total amount of the Closing Indebtedness outstanding as of the Closing (which Indebtedness Certificate shall include certifications (i) that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein and (ii) as to each lender to whom Closing Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Closing Indebtedness outstanding at the Effective Time; and (iv) a A certificate of the Chief Financial Officer Vice President of Finance of the Company (the “Working Capital Certificate”) certifying to the best of his knowledge as to the amount of the Estimated Net Working Capital Adjustment Amount and an estimate of the Closing Net Working Capital Deficit as of the Effective Time (the “Estimated Capital. The Closing Net Working Capital Deficit”). The Estimated Closing Net Working Capital DeficitCapital, and Estimated Net Working Capital Adjustment Amount (and the individual elements thereof, as applicable) shall be determined and prepared in accordance with GAAP andGAAP, except to the extent not inconsistent therewithnoted on the Net Working Capital Schedule, and consistently with the policies, principles, procedures and methodologies used in calculating the Target Net Working Capital as set forth on the Net Working Capital Schedule (the “Working Capital Methodology”). In all instances where GAAP and past practices are inconsistent, GAAP will prevail.