Certain Financial Conditions Sample Clauses

Certain Financial Conditions. The Company will not permit: (a) Consolidated Debt to EBITDA — Consolidated Debt at any time to exceed 3.50 times EBITDA for the four consecutive fiscal quarters then most recently ended (beginning with the period of four fiscal quarters ending on June 30, 2007); or
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Certain Financial Conditions. At the Closing: 713283.7 -41- (i) (A) the aggregate amount of borrowings by the Company under the CIT Loan Agreement, including accrued interest and fees (the "CIT Loan"), as of the Closing Date, shall not exceed $6 million, (B) the outstanding amount of the CIT Loan shall not exceed the amount of accounts receivable of the Company (net of accounts receivable arising in connection with the shipment of inventory on approval, for evaluation or subject to similar contingencies), computed in a manner consistent with the Interim Balance Sheet included in the Company Financial Statements, by more than $1.4 million (as such amount may be adjusted in the manner specified in subsection (g(ii) below), as of the Closing Date, and (C) no default or event which with notice or lapse of time or both would constitute a default shall have occurred and be continuing under the CIT Loan Agreement; (ii) the Company's outstanding accounts payable and accrued liabilities, computed in accordance with GAAP in a manner consistent with the Interim Balance Sheet included in the Company Financial Statements (but excluding any accrual for warranty expense under GAAP for potential claims related to component products manufactured by Micropolis (USA), Inc., a Delaware corporation ("Micropolis"), shall not exceed $3 million in the aggregate, of which not more than $2.5 million shall consist of accounts payable; provided, however, that if the amount (if any) by which the outstanding CIT Loan exceeds 713283.7 -42- outstanding accounts receivable (determined as provided in clause (B) of subsection (g(i) above) (the "A/R Excess") is more or less than $1.4 million as of the Closing Date, then the amount of such accounts payable, as of the Closing Date, shall not exceed an adjusted amount, which adjusted amount shall be $2.5 million minus the amount by which the A/R Excess is greater than $1.4 million or plus the amount by which the A/R Excess is less than $1.4 million; provided further, however, that notwithstanding any such adjustment, in no event shall the Company's accounts payable and accrued liabilities, as of the Closing Date, exceed $3.5 million in the aggregate, of which not more than $3 million shall consist of accounts payable; and (iii) the amount of the Company's inventories, valued in a manner consistent with the Interim Balance Sheet included in the Company Financial Statements, shall not be less than $3.5 million. (iv) Solely for purposes of making the calculations contemplated ...
Sample 1
Certain Financial Conditions. (a) Immediately after giving effect to the consummation of the transactions contemplated by the Mettis Stock Purchase Agreement, the Credit Documents and the Note Documents on the Closing Date, the Consolidated Total Funded Debt of the Company and its Subsidiaries shall not exceed either (i) $142,500,000 or (ii) four times Pro Forma EBITDA for the period of twelve consecutive months ended April, 2003. (b) Pro Forma EBITDA for the period of twelve consecutive months ended April, 2003 shall not be less than $35,000,000. (c) Pro Forma EBITDA for the period of twelve consecutive months ended March 31, 2003 shall not be less than $35,400,000. The Lenders shall have received a certificate of the Company executed on its behalf by an Authorized Officer stating that the Company is in compliance with each of the conditions set forth in subsections (a) through (c) of this Section 6.5 with calculations in reasonable detail demonstrating such compliance.
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Certain Financial Conditions. The Company will not permit:
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Certain Financial Conditions. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower dated as of the Closing Date certifying that after giving effect to the Whitewell Acquisition and the transactions contemplated by this Amendment (including the advance of the Incremental Tranche A Term Loan and the Tranche B-2 Term Loan) on a Pro Forma Basis (a) the Outstanding Amount of Revolving Loans shall be no more than $100,000,000, (b) the Consolidated Leverage Ratio recomputed as of the end of the period of four fiscal quarters ended September 30, 2015 shall not be greater than 6.25:1.0, (c) the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the period of four fiscal quarters ended September 30, 2015 shall not be greater than 3.50:1.0 and (d) the Consolidated Fixed Charge Coverage Ratio recomputed as of the end of the period of four fiscal quarters ended September 30, 2015 shall not be less than 1.25:1.00, in each case together with supporting calculations thereof.
Sample 1
Certain Financial Conditions. The Borrower shall have delivered to the Agent and each Bank a certificate in form and substance satisfactory to the Required Banks, dated as of the Closing Date, signed by an Authorized Officer, together with supporting accounting and financial information satisfactory to the Required Banks, which certifies as to and sets forth the Leverage Ratio as of the Closing Date, which ratio shall not be greater than 2.5 to 1.0. For purposes of calculating the Leverage Ratio: (a) Total Debt shall be determined as of the Closing Date after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date; and (b) Consolidated EBITDA shall mean the Consolidated EBITDA of the Loan Parties and their Subsidiaries determined as of March 31, 2004 for the four fiscal quarters then ended.
Sample 1
Certain Financial Conditions. -71- (a) If both of the Forever Acquisition and the New Wave Acquisition shall have been consummated on or prior to the Closing Date, then the Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for the Fiscal Year ended December 31, 1999, determined on a Pro Forma Basis after giving effect to the completion of both of such Pending Acquisitions, shall not be less than $10,000,000. (b) If either (but not both) of the Forever Acquisition or the New Wave Acquisition shall have been consummated on or prior to the Closing Date, then the Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for the Fiscal Year ended December 31, 1999, determined on a Pro Forma Basis after giving effect to the Pending Acquisition consummated on or prior to the Closing Date, shall not be less than the Consolidated Adjusted EBITDA identified in the table below opposite the Pending Acquisition so completed: --------------------------- -------------------------- PENDING ACQUISITION MINIMUM CONSOLIDATED COMPLETED ON OR PRIOR TO ADJUSTED EBITDA CLOSING DATE --------------------------- -------------------------- Forever Acquisition $8,350,000 --------------------------- -------------------------- New Wave Acquisition $6,500,000 --------------------------- -------------------------- (c) The RATIO of (i) the Consolidated Total Debt of the Parent Company and its Subsidiaries, determined as of the Closing Date after giving effect on a Pro Forma Basis to the completion of each of the Transactions completed or to be completed on or prior to the Closing Date, to (ii) the Consolidated Adjusted EBITDA of the Parent Company and its Subsidiaries for the Fiscal Year ended December 31, 1999, determined on a Pro Forma Basis after giving effect to the completion of each of the Transactions completed or to be completed on or prior to the Closing Date, shall not be greater than 6.65:1.00.
Sample 1
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Certain Financial Conditions. The Company will not permit (a) Fixed Charge Coverage Ratio -- the ratio of Consolidated Earnings --------------------------- Available for Fixed Charges to Consolidated Fixed Charges as of the end of any fiscal quarter for the four fiscal quarters then ended to be less than 2.0 to 1.0, or
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Certain Financial Conditions 
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Related to Certain Financial Conditions

  • Financial Conditions (a) The Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Recipient responsible for carrying out the Project or any part thereof. (b) The Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the GEF Trust Fund Grant Account were made on the basis of statements of expenditure, the Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the GEF Trust Fund Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

  • Financial Condition of Company Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor's assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

  • SPECIAL CONDITIONS A submitted appeal must;

  • Financial Condition (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2012 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on December 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

  • Financial Condition of the Borrower The Loans may be made to the Borrower without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower at the time of such grant. Each Guarantor has adequate means to obtain information from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.

  • Certain Financial Covenants In addition to the covenants described in Section 5.1 and Section 5.2, so long as any Commitment remains in effect, any Advance is outstanding or any amount is owing to any Lender hereunder or under any other Loan Document, the Borrower will perform and comply with each of the covenants set forth on Schedule VI.

  • Financial Condition; Financial Statements (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

  • Special Condition With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

  • Investigation of Financial Condition Without in any manner reducing or otherwise mitigating the representations contained herein, Company shall have the opportunity to meet with Buyer's accountants and attorneys to discuss the financial condition of Buyer. Buyer shall make available to Company all books and records of Buyer.

  • Financial Condition of Borrower Any Credit Extensions may be made to Borrower or continued from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

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