Delivery of Closing Financial Certificate Sample Clauses

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: (a) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); (b) the sales of the Company for the fiscal year ending December 31, 1998; (c) the sales of the Company for the four-month period ending on April 30, 1999; (d) the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the fiscal year ending December 31, 1998; (e) the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the four-month period ending on April 30, 1999; and (f) the sum of the Company's total outstanding long term and short term indebtedness to (i) banks, (ii) the Stockholders and (iii) all other financial institutions and creditors (in each case including the current portion of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course of the Company's business consistent with past practice) 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. In addition, the Certified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company, or the Stockholders and paid by the Company, in connection with the transactions contemplated by this Agreement.

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 recently ended fiscal year; (b) the net worth of the Company as of January 31, 1998; and (c) the Company's 1997 Adjusted EBIT.

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: (a) the actual net worth of the Company as of December 31, 1997, (the "Certified Net Worth"); (b) the net worth of the Company as of June 30, 1998, after giving effect to the Permitted Distribution (the "Certified Closing Net Worth"); (c) the revenues of the Company for the fiscal year ended December 31, 1997 (the "Certified Year-End Revenues"); (d) the revenues of the Company for the Interim Period (the "Certified Closing Revenues"); (e) the earnings of the Company before interest and taxes (after adjustment for Fiscal 1997 Add-Backs) for the fiscal year ended December 31, 1997, in dollars and as a percent of revenues for such period (the "Certified Year-End Profits"); (f) the earnings of the Company before interest and taxes (after the addition of Interim Period Add-Backs) for the Interim Period in dollars and as a percent of revenues for such period (the "Certified Closing Profits"); (g) the Company's total outstanding long-term and short-term indebtedness to banks, the Shareholders and other financial institutions and creditors (including the current portion thereof, but excluding trade payables, the Company's telephone lease with AT&T and other ordinary course accounts payable) as of the Closing Date (the "Certified Closing Debt"); and (h) the earnings of the Company before interest and taxes (after adjustment for June Add-Backs) for the three month period ending on June 30, 1998 (the "Certified June Quarter Profits") and the June 30, 1998 Earnings; (i) the actual net income of the Company for the twelve (12) month period ending March 31, 1998; and (j) the actual net income for the Company for the twelve (12) month period ending June 30, 1998. The parties acknowledge and agree that (i) for purposes of determining the Certified Closing Net Worth, the Certified Closing Profits and the Certified June Quarter Profits, without the prior written consent of NII, the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) acquired or accounted for after December 31, 1997, and (ii) the Certified Closing Net Worth shall be calculated after giving effect to the Permitted Distribution.

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: (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(b)(i)) for the most recent fiscal year preceding the Closing Date (the "Certified Year-End 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 and the Certified Closing EBIT, the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after May 31, 1997.

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: (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(b)(i)) for the most recent fiscal year preceding the Closing Date (the "Certified Year-End EBIT"); (d) the earnings of the Company before interest and taxes for the eight month period ended on August 31, 1997 (the "Certified Closing EBIT"); and (e) 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 and the Certified Closing EBIT, 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.

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 Stockholder, setting forth: i. the net worth of the Company as of the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); ---------------------------- ii. the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); ---------------------------- iii. the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on SCHEDULE 5.9(B)) for the most recent fiscal year preceding the Closing Date (the "Certified Year-End EBIT"); and ------------------------ iv. 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.

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, 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 (including, without limitation, and to the extent that net worth is impacted thereby, the earnings of the Company for the period from February 28, 1998 to the Closing Date, and including the excess of the fair market value of the Company's interest in the Xxxxxxxxx Growth Fund as of the Closing Date over the book value of the Company's interest in such find as reflected in the Company's February 28, 1998 financial statements) (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 4.9(b)(i)) for the most recent fiscal year preceding the Closing Date (the "Certified Year-End EBIT"); and (d) a statement that all of the Company financial conditions set forth in Section 4.9 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 February 28, 1997.

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.

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. NII shall have received a certificate (the “Closing Financial Certificate”), dated as of the Closing Date, signed on behalf of the Partnership and by the Partners’ Representative, setting forth: (a) the Tangible Net Worth of the Partnership as of the last day of its most recently completed fiscal year, as of April 25, 2004, and as of May 24, 2004; (b) the Partnership’s Net Income for the period beginning April 26, 2004 and ending May 23, 2004; (c) the amount of the Permitted Distribution; (d) the amount (if any) of the Partnership’s Net Loss for the period beginning May 24, 2004 and ending on the Closing Date; (e) the Net Revenues of the Partnership for the Partnership’s most recent fiscal year; and (f) the sum of the Partnership’s total Adjusted Indebtedness as of the Closing Date.