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"); (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. 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 as a percent of sales (the "Certified Year-End EBIT"); (d) the earnings of the Company before interest and taxes for the eight two- month period ended ending on August 31September 30, 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 July 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 each Company and by each of the StockholdersStockholder, setting forth: (a) the combined net worth of the Company Companies as of the last day of its most recent fiscal year (the "Certified Year-End Net Worth"); (b) the combined net worth of the Company Companies as of the Closing Date (the "Certified Closing Net Worth"); (c) the combined earnings of the Company Companies 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 combined earnings of the Company Companies before interest and taxes (after the addition of "add-backs" set forth on Schedule 5.9(b)(ii)) for the eight 10 month period ended ending on August October 31, 1997 (the "Certified Closing EBIT"); and (e) a statement that all of the Company Companies' 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 Companies shall not take account of any increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after December 31, 19971996.

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)(i5.9(b)) 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 three-month period ended ending on August 31September 30, 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 31September 30, 1997.