Common use of Delivery of Closing Financial Certificate Clause in Contracts

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)(i4.9(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 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 and the Certified Closing EBITWorth, the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after May 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 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 EBITWorth, the Company shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after May August 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 Selecta and by each of the Stockholders, setting forth: (a) the net worth of the Company Selecta as of the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); (b) the net worth of the Company Selecta as of the Closing Date (the "Certified Closing Net Worth"); (c) the earnings of the Company Selecta before interest and taxes (after the addition of "add-backs" set forth on Schedule 5.9(b)(i4.9(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 Selecta financial conditions set forth in Section 5.9 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 and the Certified Closing EBIT, the Company Saint Xxx shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after May 31June 30, 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 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 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 December 31, 19971996.