Pre-Closing Certificate. Not less than 8 Business Days prior to the Closing Date, General Motors shall deliver to the Buyer, a certificate (the “Pre‑Closing Certificate”) setting forth, in reasonable detail (and including reasonable supporting documentation), as at the contemplated Closing Date:
Pre-Closing Certificate. The LLC Parties shall jointly deliver a PRE-CLOSING certificate executed by each of the LLC Parties in a form reasonably satisfactory to UbiquiTel Parent (the "LLC PARTIES PRE-CLOSING CERTIFICATE").
Pre-Closing Certificate. No later than five (5) Business Days prior to the Closing Date, the Sellers’ Agent shall deliver a certificate (the "Pre-Closing Certificate") to the Purchaser setting forth, by reference to a stated Closing Date:
Pre-Closing Certificate. On the second business day immediately preceding the Closing Date, Sellers shall prepare and deliver to the Buyer a certificate of the chief financial officer of the Company that contains (i) his reasonable good faith estimate as of immediately prior to the Closing of the book value of the Purchased Trade Inventory (the ³Estimated Purchased Trade Inventory Payment´), and (ii) the book value of the Purchased Tooling Inventory less amounts owed to tooling vendors and overruns on completion costs with respect to such Purchased Tooling Inventory (such difference, the ³Purchased Tooling Inventory Payment´).
Pre-Closing Certificate. (a) By no later than 9:00 a.m. Eastern Standard Time on the third Business Day preceding the anticipated Effective Date, the Company shall prepare and deliver a certificate (the “Pre-Closing Certificate”) signed by the Chief Financial Officer of the Company (or another senior executive of the Company reasonably acceptable to Purchaser) that includes or incorporates the following (in a format reasonably acceptable to Purchaser):
Pre-Closing Certificate. The Agreement is hereby amended by adding, immediately after Section 6.14 of the Agreement, a new Section 6.15, to read in its entirety as follows:
Pre-Closing Certificate. If Purchaser becomes aware of ----------------------- any failure by Harriscope to fulfill the conditions set forth in Sections 7.3(a), 7.3(b) or 7.3(d) of the Agreement on or before May 21, 2001, on May 21, 2001, Purchaser shall deliver to Harriscope a certificate signed on behalf of Purchaser by the President of Purchaser identifying such failures with reasonable specificity. If Purchaser does not deliver such certificate, Purchaser shall waive the applicability (A) of the condition set forth in Section 7.3(d) of the Agreement if a Material Adverse Effect occurs primarily as a result of any event, condition or state of facts that occurs during the period from May 21, 2001 through the Closing Date but had not previously occurred during the period from the Balance Sheet Date to and including May 20, 2001 (a "Subsequent Material Adverse Effect") and (B) of the conditions set forth in ---------------------------------- Section 7.3(a) and Section 7.3(f) to the extent such condition is not fulfilled primarily as a result of a Subsequent Material Adverse Effect."
Pre-Closing Certificate. The Sellers shall deliver to the Buyer five (5) Business Days prior to Closing Date a certificate (the “Pre-Closing Certificate”) with the following documents and information: (i) the Debt, Cash and Working Capital Certificate (as this term is defined in Clause 4.1 above); (iii) the distribution of the Payment at Closing between the Sellers as well as the indication of which amounts need to be transferred to the Company for the payment of the Phantom Shares amount; and (iv) the Sellers’ and the Company’s Bank Accounts.
Pre-Closing Certificate. A Pre-Closing certificate executed by UbiquiTel Parent (the "UBIQUITEL PRE-CLOSING CERTIFICATE"), in a form reasonably acceptable to the recipients thereof.
Pre-Closing Certificate. On the Satisfaction Date, the Company shall deliver to each of the Investors a certificate (the “Pre-Closing Certificate”) signed on behalf of the Company by an executive officer of the Company confirming that each of the conditions set forth in Sections 1.2(c)(i), (ii), (iii)(A), (iv)(A), (iv)(C), (iv)(D), and (v) through (xiv) have been satisfied and are satisfied as of the Satisfaction Date. Provided that each Investor, in its good faith determination, agrees with the Company’s statements in the Pre-Closing Certificate, each Investor shall acknowledge the Pre-Closing Certificate. After each Investor has acknowledged the Pre-Closing Certificate, provided that the Pre-Closing Certificate was true and accurate when delivered and that the conditions in Sections 1.2(c)(iii) and (iv) are satisfied as of the Closing Date, the Company and each of the Investors shall be required to effect the Closing on the Closing Date.
