Common use of Audited Financials; Financial Condition Clause in Contracts

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower Representative’s chief financial officer or treasurer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and the chief financial officer or treasurer of each Borrower, based on such Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower Representative’s 's chief financial officer or treasurer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and the chief financial officer or treasurer of each Borrower, based on such Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower Representative’s chief financial officer or treasurerChief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and Chief Executive Officer and/or the chief financial officer or treasurer Chief Financial Officer of each Borrower, based on such Pro Forma and Projections, to the effect that (a) the Pro Forma fairly presents the financial condition of such Borrower will be Solvent upon as of the consummation of date thereof after giving effect to the transactions contemplated hereinby the Loan Documents; (b) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall reasonably request.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections Business Plan and other materials set forth in Section 3.44.4, certified by a Financial Officer of Borrower Representative’s chief financial officer or treasurer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and the chief financial officer or treasurer a Financial Officer of each BorrowerBorrower Representative, based on such ProjectionsPro Forma and Business Plan, to the effect that (a) such Borrower will be Solvent upon the consummation Pro Forma fairly presents, in all material respects, the financial position of Borrowers and their respective Subsidiaries as of the date thereof after giving effect to the transactions contemplated hereinby the Loan Documents; and (b) the Projections are Business Plan is based upon estimates and assumptions stated therein, all of which such Borrower believes Borrowers believe to be reasonable and fair in light of current conditions and current facts known to such Borrower Borrowers and, as of the Closing Date, reflect such Borrower’s Borrowers’ good faith and estimates believed to be reasonable estimates at the time made of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received a copy of Borrower’s Form 10-Q/A filed with the Securities and Exchange Commission for the Fiscal Quarter ending June 30, 2004, the Financial Statements, Projections and other materials set forth in Section 3.4, all certified by Borrower RepresentativeBorrower’s chief financial officer or treasurerChief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and Chief Executive Officer and/or the chief financial officer or treasurer Chief Financial Officer of each Borrower, based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (cd) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower Representative’s chief financial officer or treasurerBorrower's Principal Financial Officer, in each case in form and substance reasonably satisfactory to AgentAgent (including, without limitation, that the EBITDA for the twelve month period ending August 31, 2003 is not less than $35,000,000), and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and President and/or the chief financial officer or treasurer Principal Financial Officer of each Borrower, based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; and (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Pro Forma, Projections and other materials set forth in Section 3.43.2, certified by Borrower Representative’s chief financial an executive officer or treasurerof NCC, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief an executive officer and the chief financial officer or treasurer of each Borrower, based on such Projections, NCC to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (cd) containing such other statements with respect to the solvency Solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received the Financial Statements, Projections and other materials set forth in Section 3.4, certified by Borrower Representative’s chief financial officer or treasurerBorrower's Chief Financial Officer, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer and Chief Executive Officer and/or the chief financial officer or treasurer Chief Financial Officer of each Borrower, based on such Projections, Borrower to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Agent shall have received Borrower's final Financial Statements for its Fiscal Year ended December 31, 1999, audited by KPMG, LLP. Borrower shall have provided Agent with its current operating statements, a consolidated balance sheet and statement of income, the Financial Statements, Projections Pro Forma and other materials set forth in Section 3.4, certified by Borrower Representative’s chief financial officer or treasurerProjections, in each case in form and substance reasonably satisfactory to Agent, and Agent shall be satisfied, in its sole discretion, with all of the foregoing. Agent shall have further received a certificate of the chief executive officer Chief Financial Officer of Borrower, in the name and the chief financial officer or treasurer on behalf of each Borrower, based on such Pro Forma and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; (b) the Pro Forma fairly presents the financial condition of Borrower as of the date thereof after giving effect to the transactions contemplated by the Loan Documents; and (c) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.

Audited Financials; Financial Condition. Administrative Agent --------------------------------------- shall have received the Parent's final Financial StatementsStatements for their Fiscal Year ended February 3, Projections 1996, audited by Xxxxxx Xxxxxxxx LLP. Each Borrower shall have provided Administrative Agent with its current operating statements, a consolidated and other materials set forth in Section 3.4consolidating balance sheet and statement of cash flows, Projections, and a Borrowing Base Certificate with respect to such Borrower certified by Borrower Representative’s chief financial officer or treasurerits Chief Financial Officer, in each case in form and substance reasonably satisfactory to AgentAgents, and Agent Agents shall be satisfied, in its sole discretion, with all of the foregoing. Administrative Agent shall have further received a certificate of each Borrower, signed on its behalf by the chief executive officer and Chief Executive Officer and/or the chief financial officer or treasurer Chief Financial Officer of each Borrower, based on such and Projections, to the effect that (a) such Borrower will be Solvent upon the consummation of the transactions contemplated herein; and (b) the Projections are based upon estimates and assumptions stated therein, all of which such Borrower believes to be reasonable and fair in light of current conditions and current facts known to such Borrower and, as of the Closing Date, reflect such Borrower’s 's good faith and reasonable estimates of its future financial performance and of the other information projected therein for the period set forth therein; and (c) containing such other statements with respect to the solvency of such Borrower and matters related thereto as Agent shall request.