Preliminary Closing Certificate Clause Samples

Preliminary Closing Certificate. Ten business days prior to the ------------------------------- Closing Date, the Parent shall prepare and deliver to the Buyer and the Company a certificate (the "Preliminary Closing Certificate") signed by an officer of ------------------------------- the Parent attaching (a) an estimated balance sheet of the Company as of the proposed Closing Date (the "Preliminary Financials"), and (b) a calculation of ---------------------- the Aggregate Price (including an estimate of the Indebtedness of the Company, both as at the proposed Closing Date). In the Preliminary Closing Certificate such officer shall certify, in his or her capacity as an officer of the Parent, (i) that the Preliminary Financials fairly estimate the financial condition of the Company as of the proposed Closing Date and (ii) that the Preliminary Financials were prepared by the Parent in good faith and on a basis consistent with GAAP and past practices.