ACCOUNTING CERTIFICATES. Concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in making the examination necessary therefor, no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
ACCOUNTING CERTIFICATES. In addition, Parent shall cause the Principal Executive Officer and Principal Accounting Officer, in each case immediately prior to the Closing Date, to provide to Parent certificates duly executed by such officers in substantially the form required by (a) Item 601(b)(31) of Regulation S-K promulgated by the SEC and (b) Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively, “Accounting Certificates”). The Accounting Certificates shall specifically state that the officers of Parent required to make certifications pursuant to Item 601(b)(31) of Regulation S-K promulgated by the SEC or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 may rely upon such Accounting Certificates. Parent shall cause such officers to provide such Accounting Certificates with respect to all financial statements of Parent for any period ending on or before December 31, 2007 which are included in any SEC filing made by Parent on or after January 1, 2008. Each such officer shall provide a separate Accounting Certificate for each SEC filing in which covered financial statements are included, which Accounting Certificate shall be dated no earlier than ten (10) days prior to the due date of the SEC filing.
ACCOUNTING CERTIFICATES. Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in making the examination necessary therefor, no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
ACCOUNTING CERTIFICATES. The Purchaser shall have received a ----------------------- certificate, dated the Closing Date, of the Corporation's chief financial officer in the form of Exhibit 7.6 hereto as to the accuracy of all of the Corporation financial statements delivered hereunder, which certificate shall contain a statement by the Corporation's independent auditors that each such year-end financial statement was incorporated, without change, into the respective year-end audited financial statements of the Corporation.
ACCOUNTING CERTIFICATES. Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in making the examination necessary therefor, no knowledge was obtained of any Guarantor Default or Guarantor Event of Default, except as specified in such certificate;
ACCOUNTING CERTIFICATES. Concurrently with the delivery of the annual financial statements required under Section 6.01(a) of the Revolving Credit Agreement, a certificate of the independent certified public accountants reporting on such financial statements stating that, in making the examination necessary therefor, no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
ACCOUNTING CERTIFICATES. This Certificate is delivered pursuant to the requirements of Section 7.6 of that certain Stock Purchase Agreement (the "Agreement") dated as of 8th day of August, 2004, by and between CHARY'S HOLDING COMPANY, INC., a Delaware corporation located at 0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxx Xxxxxxx 00000 (the "Purchaser"), XXXXX X. XXX, XX. who resides at 0000 Xxxx Xxxx Lane, Atlanta, Georgia 30328 (the "Seller"), and PERSONAL RESOURCES OF GEORGIA INC., a Georgia corporations (the "Corporation"). The undersigned is the President of the Corporation and I hereby certify that i) all of the Corporation's financial statements delivered to Purchaser pursuant to the Agreement, copies of which are attached hereto, were prepared under my supervision and are area true and correct in all material respects to the best on my knowledge; and ii) attached is a statement by the Corporation's independent auditors that each such year-end financial statement was incorporated, without change, into the respective year-end audited financial statements of the Corporation. /s/ Xxxxx X. Xxx, Xx. --------------------- Xxxxx X. Xxx, Xx. Date: August 8, 2004 EXHIBIT 7.8 SECRETARY CERTIFICATE This Certificate is delivered pursuant to the requirements of Section 7.8 of that certain Stock Purchase Agreement (the "Agreement") dated as of the 8th day of August, 2004, by and between CHARYS HOLDING COMPANY, INC., a Delaware corporation located at 0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxx Xxxxxxx 00000 (the "Purchaser"), Xxxxx X. Xxx, Xx. who resides at 0000 Xxxx Xxxx Lane, Atlanta, Georgia 30328 (the "Seller"), and PERSONNEL RESOURCES OF GEORGIA INC., a Georgia corporation (the "Corporation"). The undersigned is the Asst. Secretary of the Corporation and I hereby certify that i) the charter and bylaws of the Corporation; and ii) the resolutions adopted by the directors and stockholders of the Corporation in connection with the Agreement, copies of which are attached were prepared under my supervision and are area true and correct; and ii) the following are the officers and directors of the Corporation: PRESIDENT Xxxxx X. Xxx, Xx. VICE PRESIDENT Xxx Xxxxxxxxxx VICE PRESIDENT Xxxxxxx Xxxxxxx TREASURER Xxxxx X. Xxx, Xx. SECRETARY Xxxxxxx Xxxxxxx ASST SECRETARY Xxx Xxxxxxxxxx DIRECTOR Xxxxx X. Xxx, Xx. /s/ Xxx Xxxxxxxxxx ------------------ XXX XXXXXXXXXX ASST. SECRETARY Date: 8/12/04 -------------
ACCOUNTING CERTIFICATES. 92 SECTION 16.16. Agreements of General Partner and Parent.92
ACCOUNTING CERTIFICATES. At least one week prior to the Closing and from time to time during the 80-day period following the Closing, Transferor shall provide to Transferee, at Transferee's expense, such certifications from Transferor's Accountants as Transferee may reasonably require in order to meet Transferee's financial reporting obligations under Federal securities laws. This Section 16.15 shall survive the Closing.
ACCOUNTING CERTIFICATES. Purchaser shall have received a ------------------------ certificate, dated the Closing Date, of the Company's chief financial officer in the form of Exhibit 7.1 hereto attesting that the Company's financial statements for the fiscal years ending October 31st, 2002, 2003, 2004 and the period ending August 31, 2005 are accurate in all material respects.
