Closing Financial Certificate. 46 Code...........................................................................7
Closing Financial Certificate. 8.8 COBRA............................................................................................ 5.22(e) Code.............................................................................................
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. The Company shall have delivered to Buyer the duly executed Closing Financial Certificate.
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 and Indebtedness.
Closing Financial Certificate. On the Tentative Closing Date, Company will deliver to Parent a certificate (the "Closing Financial Certificate") dated as of the Tentative Closing Date executed on behalf of Company by its Chief Executive Officer and Chief Financial Officer setting forth (i) Company's balance sheet (the "Closing Balance Sheet") as of five days prior to the Tentative Closing Date (the "Closing Balance Sheet Date"), (ii) any material adjustments to the Closing Balance Sheet through the Tentative Closing Date, (iii) the Net Assets and (iv) the Excess Cash (including a specific calculation of all of the deductions therefrom). The Closing Balance Sheet (a) will be derived from and be in accordance with the books and records of Company and (b) fairly and accurately represent the financial condition of Company at the Closing Balance Sheet Date in conformity with GAAP on a basis consistent with prior periods. The values set forth on the Closing Financial Certificate for Net Assets and Excess Cash will give effect to the full amounts expected to be paid by Company and to be deducted in determining such values. Parent will review and approve the Closing Financial Certificate, and if Parent and Company cannot agree as to the values set forth in the Closing Financial Certificate by the Closing Date, then Parent shall engage, at its own cost and expense, Xxxxx Xxxxxxxx LLP (or, if Xxxxx Xxxxxxxx LLP is unavailable or unable to perform such services in the time required, such other accounting expert mutually agreed upon by Company and Parent) (the "Special Auditor") following the Closing Date to perform a review or other mutually agreed procedures sufficient to determine the disputed amount. Parent and Company shall provide the Special Auditor with access to all of Company's books and records and shall assist the Special Auditor in obtaining confirmations of the assets and liabilities of Company and the other values set forth in the Closing Financial Certificate. The Special Auditor shall complete the review or agreed upon procedures and issue its report setting forth its conclusions regarding Company's determination of Excess Cash and any appropriate adjustments thereto (Excess Cash so adjusted being "Revised Excess Cash") as promptly as possible but in no event more than ten days after the Closing Date. If the Revised Excess Cash amount is less than the Excess Cash amount set forth on the Closing Financial Certificate (such difference being the "Excess Cash Shortfall"), and the Exces...
Closing Financial Certificate. The Company shall have delivered to the Class A Purchaser a certificate of the Company’s Chief Financial Officer in the form of Exhibit J hereto;
