Delivery of Closing Financial Certificate. USFloral shall have received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by each of the Stockholders, setting forth:
Delivery of Closing Financial Certificate. CCC shall have received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, ----------------------------- signed on behalf of the Company and by the Shareholders, setting forth:
Delivery of Closing Financial Certificate. Buyer shall have received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by each of the Stockholders, setting forth:
Delivery of Closing Financial Certificate. NII shall have ----------------------------------------- received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by the Shareholder, setting forth:
Delivery of Closing Financial Certificate. Buyer shall have received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by each of the Members and TLG Members, setting forth:
Delivery of Closing Financial Certificate. USOP shall have received ----------------------------------------- a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by the Stockholders, setting forth (i) the net worth of the Company as of March 31, 1996 (the "FY96 Company Net Worth"), (ii) the annualized sales of the Company for the twelve months ending on March 31, 1996 (the "FY96 Company Sales") and for the twelve months ending on September 30, 1996 (the -38- "September Company Sales") and (iii) the consolidated earnings before interest and taxes of the Company for the twelve months ending on March 31, 1996 (the "FY96 Company Profits") and for the twelve months ending on September 30, 1996 (the "September Company Profits"). The FY96 Company Net Worth shall not have been lower than the Presumed Company Net Worth, the FY96 Company Sales and the September Company Sales shall not have been lower than $20,500,000 and $8,228,169, respectively, and the FY96 Company Profits and the September Company Profits shall not have been lower than $8,000,000 and ($62,263), respectively.
Delivery of Closing Financial Certificate. Alloy shall have received a certificate prepared by the Company and dated as of the Closing Date (the "Closing Financial Certificate"), setting forth an estimate of the Net Working Capital of the Company as of the Closing Date (the "Estimated Company Net Working Capital"). The parties acknowledge and agree that for the purposes of determining Estimated Company Net Working Capital and Actual Company Net Working Capital (defined below), the liabilities of the Company shall not include the VS&A Fee.
Delivery of Closing Financial Certificate. CCC shall have received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by the Shareholders, setting forth: (a) the net worth of the Company as of the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); (b) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); (c) the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on SCHEDULE 5.9) for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Adjusted EBIT"); and (d) a statement that all of the Company financial conditions set forth in Section 5.9 of the Agreement are satisfied as of the Closing Date. The parties acknowledge and agree that for purposes of determining the Certified Closing Net Worth the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after December 31, 1997. 9.
Delivery of Closing Financial Certificate. AppNet shall have received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by each of the Stockholders, setting forth:
Delivery of Closing Financial Certificate. Navigant shall have ----------------------------------------- received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by each of the Interestholders, setting forth:
