Common use of Delivery of Closing Financial Certificate Clause in Contracts

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: (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 sales of the Company for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Sales"); (d) the earnings of the Company before interest and taxes for the most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits"); (e) a statement that the Company's total outstanding long-term and short-term indebtedness to banks, the Stockholders, and other financial institutions and creditors (in each case including the current portions of such indebtedness, but excluding trade payables and other ordinary course accounts payable) as of the Closing 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 Worth and the Certified Year-End 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, 1999, unless AppNet and the Company otherwise mutually agree.

Delivery of Closing Financial Certificate. AppNet 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 (the "Certified Year-End Net Worth")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; (c) the sales of the Company for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Sales")ending December 31, 1997; (d) the sales of the Company 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 most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits")Date; (ef) a statement that the sum of the Company's total outstanding long-long term and short-short term indebtedness to banks, the Stockholders, (i) banks and (ii) all other financial institutions and creditors (in each case including the current portions portion of such indebtedness, but excluding amounts due to Stockholders, Accrued Liabilities, trade payables and other accounts payable incurred in the ordinary course accounts payable) as of the Closing 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 (fCompany's business consistent with past practice) 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 Worth and the Certified Year-End ProfitsWorth, 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, 19991997. In addition, unless AppNet and the Certified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company otherwise mutually agreein connection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. AppNet 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 Tarr and the StockholdersStockholder, setting sexxxxg 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 sales of the Company for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Sales"); (d) the sales of the Company for the ten-month period ending on October 31, 1998 (the "Certified Closing Sales"); (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 most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits"); (ef) a statement that the earnings of the Company before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the ten-month period ending on October 31, 1998 (the "Certified Closing Profits"); and (g) the sum of the Company's total outstanding long-long term and short-short term indebtedness to (i) banks, (ii) the StockholdersStockholder, (iii) Tarr and (iv) all other financial finaxxxxl institutions and creditors (in each case including the current portions portion of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course accounts payablecause of the Company's business consistent with past practice) as of the Closing Date is zero (the "Certified Closing Long-Term 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 Worth and the Certified Year-End Closing 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, 19991997. In addition, unless AppNet and the Company otherwise mutually agreeCertified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company, Tarr or the Stockholder in xxxnection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. AppNet 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"); (c) the sales of the Company for the most 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 August 31, 1998 (the "Certified Closing Sales"); (e) 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 preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits"); (ef) a statement that Intentionally omitted; and (g) the sum of the Company's total outstanding long-long term and short-short term indebtedness to (i) banks, the Stockholders(ii) Xxxxxxx Xxxxxx (such indebtedness not to exceed $66,484), and (iii) all other financial institutions and creditors (in each case including the current portions portion of such indebtedness, but excluding any amounts due to the Stockholder, trade payables and other accounts payable incurred in the ordinary course accounts payableof the Company's business consistent with past practice) as of the Closing Date is zero (the "Certified Closing Long-Term 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 Worth and the Certified Year-End Closing 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, 19991997. In addition, unless AppNet and the Certified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company otherwise mutually agreeor the Stockholder in connection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. AppNet 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 last day of its most recent fiscal year (the "Certified Year-End Net Worth")year; (b) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); (c) the sales of the Company for the most recent fiscal year preceding the Closing Date Date; (c) the "Certified Yearsales of the Company for the nine-End Sales")month period ending on September 30, 1998; (d) the earnings Company's Adjusted EBITDA (after the addition of the Company before interest and taxes "add-backs" set forth on Schedule 3.9(c)) for the most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits")Date; (e) a statement that the Company's total outstanding longAdjusted EBITDA (after the addition of "add-term and shortbacks" set forth on Schedule 3.9(c)) for the nine-term indebtedness to banksmonth period ending on September 30, the Stockholders, and other financial institutions and creditors (in each case including the current portions of such indebtedness, but excluding trade payables and other ordinary course accounts payable) as of the Closing 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 Consideration1998; and (f) a statement that all of the Company financial conditions set forth in Section 3.9 of the Agreement are satisfied Company's total obligations under capital leases as of the Closing Date. The parties acknowledge and agree that for purposes of determining the Certified Actual Closing Net Worth and the Certified Year-End ProfitsActual Closing Net Working Capital, 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, 19991997. In addition, unless AppNet and the Actual Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company otherwise mutually agree(or the Members and paid by the Company) in connection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. AppNet 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 the last day of its most recent fiscal year December 31, 1997 (the "Certified Year-End Net Worth"); (be) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); (cf) the sales of the Company for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Sales"); (d) the earnings of the Company before interest and taxes for the most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits"); (e) a statement that the Company's total outstanding long-term and short-term indebtedness to banks, the Stockholders, and other financial institutions and creditors as of the Closing (in each case including the current portions of such indebtedness, but excluding trade payables and other ordinary course accounts payable) payable as of the Closing Date is zero Date) (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 (fg) 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 and the Certified Year-End ProfitsWorth, 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, 1999, unless AppNet and the Company otherwise mutually agree1996.

Delivery of Closing Financial Certificate. AppNet 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 most recent fiscal year ending December 31, 1997 (the "Certified Year-End 1997 Net Worth"); (b2) the net worth of the Company as of the Closing Date (the "Certified Closing Net Worth"); (c3) the sales of the Company for the most recent fiscal year preceding the Closing Date ending December 31, 1997 (the "Certified Year-End 1997 Sales"); (d4) the sales of the Company for the fiscal year ending December 31, 1998 (the "Certified 1998 Sales"); (5) 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 most recent fiscal year preceding the Closing Date and as a percent of sales ending on December 31, 1998 (the "Certified Year-End 1998 Profits");; and (e7) a statement that the sum of the Company's total outstanding long-long term and short-short term indebtedness to banks, the Stockholders, (i) banks and (ii) all other financial institutions and creditors (in each case including the current portions portion of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course accounts payableof the Company's business consistent with past practice and excluding debt to the Stockholder) as of the Closing Date is zero (the "Certified Closing Long-Term 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 Worth, the Actual Company Net Worth and the Certified Year-End Profits, 1998 Profits (1) the Company shall not take account of any increase in intangible assets other than accounts receivable (including, including without limitation, limitation goodwill, franchises and intellectual property) accounted for after December 31, 19991997, unless AppNet and (2) the determination shall be calculated after giving effect to any expenses incurred by the Company otherwise mutually agree(or incurred by the Stockholder but paid by, charged to or 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. AppNet 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 DGI as of the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); (b) the net worth of the Company DGI as of the Closing Date (the "Certified Closing Net Worth"); (c) the sales of the Company DGI for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Sales"); (d) the sales of DGI for the nine month period ending on September 30, 1998 (the "Certified Closing Sales"); (e) the earnings of the Company DGI before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits"); (ef) a statement that the Companyearnings of DGI before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) for the nine month period ending on September 30, 1998 (the "Certified Closing Profits"); and (g) the sum of DGI's total outstanding long-term and short-term indebtedness to (i) banks, (ii) the Stockholders, and (iii) other financial institutions and creditors (in each case including the current portions portion of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course accounts payableof DGI's business and consistent with past practice) as of the Closing Date is zero (the "Certified Closing Long-Term 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 Worth and the Certified Year-End Closing 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, 1999, unless AppNet and the Company otherwise mutually agree1997.

Delivery of Closing Financial Certificate. AppNet 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 last day of its most recent fiscal year (the "Certified Year-End Net Worth")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"); (c) the sales of the Company for the most recent fiscal year preceding the Closing Date (the "Certified Year-End Sales")ending December 31, 1997; (d) the sales of the Company for the twelve (12) month period ending on December 31, 1998; (e) 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 most recent fiscal year preceding the Closing Date years ending December 31, 1997 and as a percent of sales (the "Certified Year-End Profits");December 31, 1998; and (ef) a statement that the sum of the Company's total outstanding long-long term and short-short term indebtedness to banks, the Stockholders, (i) banks and (ii) all other financial institutions and creditors (in each case including the current portions 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 accounts payable) as of the Closing 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 (fCompany's business consistent with past practice) 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 Worth and the Certified Year-End ProfitsWorth, 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, 19991998. In addition, unless AppNet and the Certified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Company otherwise mutually agreeor the Stockholders in connection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. AppNet 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 (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 most recent fiscal year preceding the Closing Date (the "Certified Yearfour-End Sales")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 most recent fiscal year preceding the Closing Date and as a percent of sales (the "Certified Year-End Profits")ending December 31, 1998; (e) a statement that 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 (in each case including the current portions portion of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course accounts payable) as of the Closing 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 (fCompany's business consistent with past practice) 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 Worth and the Certified Year-End ProfitsWorth, 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, 19991997. In addition, unless AppNet 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 otherwise mutually agreeCompany, in connection with the transactions contemplated by this Agreement.