Common use of Delivery of Closing Financial Certificate Clause in Contracts

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. 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 StockholdersStockholder, 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"); (b) the sales of the Company for the fiscal year ending December 31, 1998; (c) the sales of the Company for the fourmost recent fiscal year preceding the Closing Date (the "Certified Year-End Sales"); (d) the sales of the Company for the eight-month period ending on April 30August 31, 19991998 (the "Certified Closing Sales"); (de) the earnings of the Company before interest interest, taxes and taxes depreciation (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the most recent fiscal year ending December 31, 1998preceding the Closing Date (the "Certified Year-End Profits"); (ef) 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, 1999Intentionally omitted; and (fg) the sum of the Company's total outstanding long term and short term indebtedness to (i) banks, (ii) the Stockholders Xxxxxxx Xxxxxx (such indebtedness not to exceed $66,484), and (iii) all other financial institutions and creditors (in each case including the current portion of such indebtedness, but excluding any amounts due to the Stockholder, trade payables and other accounts payable incurred in the ordinary course of the Company's business consistent with past practice) as of the Closing DateDate (the "Certified Closing Long-Term Debt"). The parties acknowledge and agree that for purposes of determining the Certified Closing Net WorthWorth and the Certified Closing Profits, 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, Company or the Stockholders and paid by the Company, Stockholder in connection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. Buyer Aztec 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 sales of the Company for its fiscal year ending December 31, 1997 (the "Certified Year-End Sales"); (b) the sales of the Company for the five months ending on May 31, 1998 (the "Certified Closing Sales"), it being understood that for purposes of determining the accuracy of such sales in the Post-Audit Closing, such compliance shall be deemed to have been achieved if the actual sales for such period are at least 95% of the amount set forth in Section 6.2(a)(ii); (c) the Company's EBIT for its fiscal year ending December 31, 1997 as a percent of sales (the "Certified Year-End Profits"); (d) the net worth of the Company as of December 31, 1997 (the "Certified Year-End Net Worth"); (e) 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 long-term and short short-term indebtedness to (i) banks, (ii) the Stockholders Stockholders, and (iii) all other financial institutions and creditors as of the Closing (in each case including the current portion portions of such indebtedness, but excluding trade payables and other ordinary course accounts payable incurred in the ordinary course as of the Company's business consistent with past practiceClosing Date) (the "Certified Closing Debt"); and (g) a statement that all of the Company financial conditions set forth in Section 3.9 of the Agreement are satisfied as of the Closing Date. The parties acknowledge and agree that 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 Agreement1996.

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 StockholdersMembers and TLG Members, setting forth: (a) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth")last day of its most recent fiscal year; (b) the sales of the Company for the most recent fiscal year ending December 31, 1998preceding the Closing Date; (c) the sales of the Company for the fournine-month period ending on April September 30, 19991998; (d) the earnings of the Company before interest and taxes Company's Adjusted EBITDA (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the most recent fiscal year ending December 31, 1998preceding the Closing Date; (e) the earnings of the Company before interest and taxes Company's Adjusted EBITDA (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the fournine-month period ending on April September 30, 19991998; 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) obligations under capital leases as of the Closing Date. The parties acknowledge and agree that for purposes of determining the Certified Actual Closing Net WorthWorth and Actual Closing Net Working Capital, 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 Actual Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company, Company (or the Stockholders Members and paid by the Company, ) in connection with the transactions contemplated by this Agreement.

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 StockholdersStockholder, setting forth: (a1) the net worth of the Company as of the last day of its fiscal year ending December 31, 1997 (the "Certified 1997 Net Worth"); (2) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); (b3) the sales of the Company for the fiscal year ending December 31, 19981997 (the "Certified 1997 Sales"); (c4) the sales of the Company for the four-month period fiscal year ending on April 30December 31, 19991998 (the "Certified 1998 Sales"); (d5) the earnings of the Company before interest, tax and depreciation (after the addition of "add-backs" set forth on Schedule 3.9(c) and assuming an annual rental expense of $370,000) for the fiscal year ending December 31, 1997 (the "Certified 1997 Profits"); (6) the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) and assuming an annual rental expense of $370,000) for the fiscal year ending on December 31, 1998; 1998 (e) the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(cCertified 1998 Profits")) for the four-month period ending on April 30, 1999; and (f7) the sum of the Company's total outstanding long term and short term indebtedness to (i) banks, banks and (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 practicepractice and excluding debt to the Stockholder) as of the Closing DateDate (the "Certified Closing Long-Term Debt"). The parties acknowledge and agree that for purposes of determining the Certified Closing Net Worth, the Actual Company Net Worth and the Certified 1998 Profits (1) the Company shall not take account of any increase in intangible assets other than accounts receivable (including without limitation goodwill, franchises and intellectual property) accounted for after December 31, 1997. In addition, (2) the Certified Closing Net Worth determination shall be calculated after giving effect to any expenses incurred by the CompanyCompany (or incurred by the Stockholder but paid by, charged to or the Stockholders and paid advanced by the Company, ) in connection with the transactions contemplated by this Agreement, including, without limitation, costs of ISRA compliance pursuant to Section 5.13 hereof and (3) inventory will be valued in accordance with GAAP (lower of cost or market) on a First-In, First-Out (FIFO) Basis, and will include, in all material respects, all inventory owned by the Company, but will exclude BNS goods.

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 last day of its most recent fiscal year; (b) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"), it being acknowledged that Buyer's rights and remedies with respect to the Certified Closing Net Worth are set forth in Article I of this Agreement; (bc) the sales of the Company for the fiscal year ending December 31, 19981997; (cd) 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 interest, taxes, depreciation and taxes amortization (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the four-month period ending on April 30, 1999; andmost recent fiscal year preceding the Closing Date; (f) the sum of the Company's total outstanding long term and short term indebtedness to (i) banks, banks and (ii) the Stockholders and (iii) all other financial institutions and creditors (in each case including the current portion of such indebtedness, but excluding amounts due to Stockholders, Accrued Liabilities, 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, Company in connection with the transactions contemplated by this Agreement.

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 December 31, 1998, after giving effect to the Company's Historical Inventory Valuation; (b) the net worth of the Company as of the Closing Date Date, after giving effect to the Company's Historical Inventory Valuation (the "Certified Closing Net Worth"); (bc) the sales of the Company for the fiscal year ending December 31, 19981997; (cd) the sales of the Company for the four-twelve (12) month period ending on April 30December 31, 19991998; (de) the average of the earnings of the Company before interest interest, taxes, depreciation and taxes amortization (after the addition of "add-backs" set forth on Schedule 3.9(c)) and after giving effect to the Company's Historical Inventory Valuation) for the fiscal year years ending December 31, 1997 and 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, banks and (ii) the Stockholders and (iii) all other financial institutions and creditors (in each case including the current portion of such indebtedness, but excluding amounts due to Stockholders as identified in Section 3.8 and 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, 19971998. In addition, the Certified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company, Company or the Stockholders and paid by the Company, in connection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. Buyer 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: (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"); (b) the sales of the Company for the fiscal year ending December 31, 1998; (c) the sales of the Company for the fourmost recent fiscal year preceding the Closing Date (the "Certified Year-month period ending on April 30, 1999End Sales"); (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 most recent fiscal year ending December 31, 1998preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits"); (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 a statement that the Company's total outstanding long long-term and short short-term indebtedness to (i) banks, (ii) the Stockholders Stockholders, and (iii) all other financial institutions and creditors (in each case including the current portion portions of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course accounts payable) as of the Company's business consistent with past practiceClosing Date is zero (the "Certified Closing Debt"); PROVIDED, HOWEVER, that if the Certified Closing Net Worth exceeds One Million Dollars ($1,000,000), the Company may have outstanding debt of like amount without any reduction to the Merger Consideration; and (f) a statement that all of the Company financial conditions set forth in Section 3.9 of the Agreement are satisfied as of the Closing Date. The parties acknowledge and agree that for purposes of determining the Certified Closing Net WorthWorth and the Certified Year-End Profits, the Company shall not take account of any increase in intangible assets (including including, without limitation limitation, goodwill, franchises and intellectual property) accounted for after December 31, 1997. In addition1999, unless AppNet and 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 AgreementCompany otherwise mutually agree.