Closing Financial Certificate. 46 Code...........................................................................7
Closing Financial Certificate. 8.8 COBRA......................................................................5.22(e) Code......................................................................
Closing Financial Certificate. The Company shall have delivered to Buyer the duly executed Closing Financial Certificate.
Closing Financial Certificate. The Company shall prepare, in good faith, and deliver to Buyer, at least three Business Days prior to the Closing Date, a certificate signed by the Company's Chief Executive Officer and Chief Financial Officer (the "Closing Financial Certificate") setting forth the Estimated Net Receivables Amount and the Estimated Inventory Value.
Closing Financial Certificate. Parent shall have received the Closing Financial Certificate from the Company at least one Business Day prior to the Closing Date (or such shorter time as agreed to by Parent).
Closing Financial Certificate. Parent shall prepare and deliver to Acquirer, not later than three Business Days prior to the Closing Date, a draft of the Company Closing Financial Certificate (which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Acquirer to verify and determine the amounts set forth therein). The draft of the Company Closing Financial Certificate shall set forth the Company’s good faith estimate, as of three Business Days prior to the Closing Date, of items (i) through (iv) set forth in the definition of “Company Closing Financial Certificate” on Exhibit A hereto.
Closing Financial Certificate. LEC shall have received the Closing Financial Certificate from the Company.
Closing Financial Certificate. Parent shall have received the Closing Financial Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as are necessary for Parent to verify and determine the respective amounts of Transaction Expenses, Indebtedness and Closing Date Working Capital.
Closing Financial Certificate. The Agent shall have received, with a copy for each Lender, a certificate of a Responsible Officer, substantially in the form of Exhibit K, based upon the Borrower Pro Forma Financial Statements, certifying that PRO FORMA Consolidated EBITDA of the Borrower and its Subsidiaries, after giving effect to the Acquisition, for the twelve-month period ended June 30 equals at least $90,000,000. The PRO FORMA capital structure shall be acceptable to the Agent and shall not differ materially from the PRO FORMA capital structure shown in the projections furnished to the Agent and the Lenders contained in the Confidential Memorandum dated July 1998, other than a reduction in the amount of Preferred Stock.
Closing Financial Certificate. The Agent shall have received, with a copy for each Lender, a certificate of a Responsible Officer, substantially in the form of Exhibit P, based upon the Borrower Pro Forma --------- Financial Statements, (i) certifying that pro forma EBITDA of the Borrower for the twelve-month period ended September 30, 1996 equals at least $19,000,000 and (ii) evidencing pro forma compliance with the covenants set forth in subsection 9.1, to the extent applicable.
