Common use of Delivery of Closing Financial Certificate Clause in Contracts

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. NII 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 ShareholderInterestholders, setting forth: (a) the actual consolidated tangible net worth of the Company as of December 31, 1997, the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); (b) the consolidated tangible net worth of the Company as of June 30, 1998, after giving effect to the Permitted Distribution Closing Date (the "Certified Closing Net Worth"); (c) the consolidated net revenues of the Company for the most recent fiscal year ended December 31, 1997 preceding the Closing Date (the "Certified Year-End Revenues"); (d) the consolidated net revenues of the Company for the Interim Period 12-month period ended on June 30, 1998 (the "Certified Closing Revenues"); (e) the earnings of the Company before interest and taxes (after adjustment for Fiscal 1997 Add-Backs) Adjusted EBIT for the most recent fiscal year ended December 31, 1997, in dollars preceding the Closing Date and as a percent of consolidated net 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) Adjusted EBIT for the Interim Period in dollars 12-month period ended on June 30, 1998 and as a percent of consolidated net revenues for such period (the "Certified Closing Profits"); (g) the Company's total outstanding consolidated long-term and short-term indebtedness to banks, the Shareholders Interestholders, former members, and other financial institutions and creditors as of the Closing (in each case including the current portion thereofportions of such indebtedness, but excluding trade payables, the Company's telephone lease with AT&T payables and other ordinary course accounts payable) payable as of the Closing Date Date) (the "Certified Closing Debt"); and; (h) the earnings of the Company before interest and taxes (after adjustment for June Add-Backs) Actual EBIT for the three 3-month period ending on ended June 30, 1998 (the "Certified June Quarter Actual Profits") and the June 30, 1998 Earnings); (i) the actual net income of Interim 800 Revenues (the Company for the twelve (12) month period ending March 31, 1998; and"Certified Interim 800 Revenues"); (j) the actual net income for Interim Top Ten Revenues (the "Certified Interim Top Ten Revenues"); and (k) a statement that all of the Company for financial conditions set forth in Section 3.9 of the twelve (12) month period ending June 30, 1998Agreement are satisfied as of the Closing Date. 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. NII Shentel shall have ----------------------------------------- received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, and signed on behalf of the Company and by the ShareholderCompany, setting forth: (a) the actual tangible net worth of the Company as of December 31, 1997, the last day of its most recent fiscal year (the "Certified Year-End Net Worth"," which is equal to assets less liabilities); (b) the net worth Closing Balance of the Company as of June 30, 1998, after giving effect to the Permitted Distribution Closing Date (the "Certified Closing Net WorthBalance"); (c) the net revenues of the Company for the most recent fiscal year ended December 31, 1997 preceding the Closing Date (the "Certified Year-End Revenues"); (d) the net revenues of the Company for the Interim Period 3-month period ended on November 30, 2004 (the "Certified Closing Revenues"); (e) the earnings of the Company before interest and taxes (after adjustment for Fiscal 1997 Add-Backs) Actual EBITDA for the most recent fiscal year ended December 31, 1997, in dollars preceding the Closing Date and as a percent of net 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) Actual EBITDA for the Interim Period in dollars 12-month period ended on October 31, 2004 and as a percent of net revenues for such period (the "Certified Closing Profits"); (g) the Company's total outstanding long-term and short-term indebtedness to banks, the Shareholders Interestholders, former members, and other financial institutions and creditors as of the Closing (in each case including the current portion thereofportions of such indebtedness, but excluding trade payables, the Company's telephone lease with AT&T payables and other ordinary course accounts payable) payable as of the Closing Date Date) (the "Certified Closing Debt"); and; (h) the earnings of the Company before interest and taxes (after adjustment for June Add-Backs) Actual EBITDA for the three 2-month period ending on June 30ended October 31, 1998 2004 (the "Certified June Quarter Actual Profits") and the June 30, 1998 Earnings); (i) the actual net income a statement that all of the Company for financial conditions set forth in Section 3.8 of the twelve (12) month period ending March 31, 1998; and (j) Agreement are satisfied as of 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 DistributionDate.

Delivery of Closing Financial Certificate. NII Buyer shall have ----------------------------------------- received a certificate (the "Closing Financial Certificate"), dated as of the Closing Date, signed on behalf of the Company and by Tarr and the ShareholderStockholder, setting sexxxxg forth: (a) the actual net worth of the Company as of December 31, 1997, the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); (b) the net worth of the Company as of June 30, 1998, after giving effect to the Permitted Distribution Closing Date (the "Certified Closing Net Worth"); (c) the revenues sales of the Company for the most recent fiscal year ended December 31, 1997 preceding the Closing Date (the "Certified Year-End RevenuesSales"); (d) the revenues sales of the Company for the Interim Period ten-month period ending on October 31, 1998 (the "Certified Closing RevenuesSales"); (e) the earnings of the Company before interest and taxes (after adjustment for Fiscal 1997 Addthe addition of "add-Backsbacks" set forth on Schedule 3.9(c)) for the most recent fiscal year ended December 31, 1997, in dollars and as a percent of revenues for such period preceding the Closing Date (the "Certified Year-End Profits"); (f) the earnings of the Company before interest and taxes (after the addition of Interim Period Add"add-Backsbacks" set forth on Schedule 3.9(c)) for the Interim Period in dollars and as a percent of revenues for such 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 Shareholders Stockholder, (iii) Tarr and (iv) all other financial finaxxxxl institutions and creditors (in each case including the current portion thereofof such indebtedness, but excluding trade payables, payables and other accounts payable incurred in the ordinary cause of the Company's telephone lease business consistent with AT&T and other ordinary course accounts payablepast practice) as of the Closing Date (the "Certified Closing Long-Term 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, Worth and 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. In addition, and (ii) the Certified Closing Net Worth shall be calculated after giving effect to any expenses incurred by the Permitted DistributionCompany, Tarr or the Stockholder in xxxnection with the transactions contemplated by this Agreement.

Delivery of Closing Financial Certificate. NII 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 ShareholderStockholders, setting forth: (a) the actual net worth of the Company DGI as of December 31, 1997, 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 June 30, 1998, after giving effect to the Permitted Distribution Closing Date (the "Certified Closing Net Worth"); (c) the revenues sales of the Company DGI for the most recent fiscal year ended December 31, 1997 preceding the Closing Date (the "Certified Year-End RevenuesSales"); (d) the revenues sales of the Company DGI for the Interim Period nine month period ending on September 30, 1998 (the "Certified Closing RevenuesSales"); (e) the earnings of the Company DGI before interest and taxes (after adjustment for Fiscal 1997 Addthe addition of "add-Backsbacks" set forth on Schedule 3.9(c)) for the most recent fiscal year ended December 31, 1997, in dollars and as a percent of revenues for such period preceding the Closing Date (the "Certified Year-End Profits"); (f) the earnings of the Company DGI before interest and taxes (after the addition of Interim Period Add"add-Backsbacks" set forth on Schedule 3.9(c)) for the Interim Period in dollars and as a percent of revenues for such nine month period ending on September 30, 1998 (the "Certified Closing Profits");; and (g) the Companysum of DGI's total outstanding long-term and short-term indebtedness to (i) banks, (ii) the Shareholders Stockholders, and (iii) other financial institutions and creditors (in each case including the current portion thereofof such indebtedness, but excluding trade payables, the Company's telephone lease with AT&T 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 (the "Certified Closing Long-Term 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, Worth and 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.