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:
(a) General Motors’s estimate in good faith of:
(i) the Fincos Value;
(ii) the Closing Working Capital;
(iii) the Closing Cash;
(iv) the Closing Financial Debt; and
(v) the computation of the Autocos Purchase Price and the Fincos Purchase Price on the basis of such determination and estimates applying the formulas defined in Section 2.2 (the “Estimated Purchase Price”);
(b) the allocation proposed by General Motors of the Estimated Purchase Price among the Shares, the Transferred Assets and the granting of the IP License Agreement and the AOAG Sale Price Receivable (if applicable), as well as among the relevant Sellers reflecting the Closing Accounting Principles and calculated in accordance with the Price Allocation Principles;
(c) the allocation proposed by General Motors of the Additional Value among the relevant Sellers, including AOAG (AOAG and such relevant Sellers, the “Warrant Subscribers”) calculated in accordance with the Price Allocation Principles; and
(d) the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount. For the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount shall not be included in any of the items (a)(i) through (a)(v) above. General Motors shall be solely responsible for allocating the Estimated Purchase Price among the Sellers in accordance with the Pre‑Closing Certificate or any different Price Allocation determined pursuant to Section 3.1. The Pre‑Closing Certificate delivered at the First Closing will include solely the Fincos Value for the Fincos for which closing will occur at such time, and a separate Pre‑Closing Certificate shall be delivered by General Motors to the Buyer 8 Business Days prior to the Second Closing setting out the Fincos Value for the remaining Fincos.
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. 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.
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. On the date which is two (2) business days prior to the Closing Date, Seller shall have delivered to Purchaser a certificate executed by Seller (the "Pre-Closing Certificate") certifying (i) the amount of the Company's Net Worth as reflected on the Interim Balance Sheet, which amount shall be not less than $550,000 and (ii) the amount of the Past Due Accounts Receivable on the date of the Pre-Closing Certificate.
Pre-Closing Certificate. Without limiting anything contained in Section 7.2(d), by not later than five (5) Business Days prior to the Closing Date, FIMI IL, on behalf of all Sellers, shall deliver to Buyer a certificate (the “Pre-Closing Certificate”) setting forth, with respect to each Seller, the final number of such Seller’s Seller Shares (which will be based exclusively on the information provided in writing by each Seller to FIMI IL in respect of such Seller’s Seller Shares), together with confirmation on behalf of all Sellers that no sales shall be entered into, effected or consummated following the delivery of the Pre-Closing Certificate, the amount of such Seller’s Seller Expenses to be paid out of such Seller’s Seller Consideration and the wiring information of the bank account(s) into which Buyer will wire (i) such Seller’s Seller Expenses, and (ii) such Seller’s Seller Consideration in accordance with Section 2.3(b) (net of the amount of such Seller’s Seller Expenses set forth in the preceding clause (i)).
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) The Pre-Closing Certificate shall have been delivered by the Company and acknowledged by the Purchasers pursuant to Section 3.18 on the Satisfaction Date.
(b) The Purchasers shall have received a certificate signed on behalf of the Company by a senior executive officer confirming that the Pre-Closing Certificate was true and accurate when delivered and that each of the conditions set forth in Sections 3.1(c), 3.1(d), 3.2, 3.5, 3.9, 3.11(c), 3.12, and 3.15 have been satisfied, or as applicable, will be satisfied simultaneously with, and are satisfied as of the Closing Date.
Pre-Closing Certificate. At the opening of business on the Satisfaction Date, the Company shall deliver to each of the Purchasers a certificate (the “Pre-Closing Certificate”) signed on behalf of the Company by a senior executive officer of the Company confirming that each of the conditions set forth in Section 3 (other than those conditions that are expressly required hereunder to be satisfied on the Closing Date; provided, however, the certificate must confirm that such conditions would be satisfied in the hypothetical event that the Closing Date had taken place on the Satisfaction Date) have been satisfied and are satisfied as of the Satisfaction Date. Provided that each Purchaser, in its good faith determination, has no reason to believe at such that time any of the Company’s statements in the Pre-Closing Certificate are false or inaccurate, each Purchaser shall provide an acknowledgement that at such time it has no reason to believe that each of the conditions set forth in Section 3 (other than those conditions that are expressly required hereunder to be satisfied on the Closing Date) are not satisfied at such time. After each Purchaser has provided such acknowledgment, provided that the Pre-Closing Certificate was true and correct when delivered and that the conditions in Sections 3.1(c), 3.1(d), 3.2, 3.5, 3.9. 3.10, 3.11(c), 3.12, and 3.15 are satisfied as of the Closing Date, the Company and each of the Purchasers shall be required to effect the Closing on the Closing Date.
