Certain Financial Matters Sample Clauses
Certain Financial Matters. 50 24.1 Officer's Certificates and Financial Statements................50 24.2
Certain Financial Matters. Borrower will not permit:
(a) the ratio of Current Assets to Current Liabilities to be less than 1.00 to 1.00 as of the end of any Fiscal Quarter; or
Certain Financial Matters. Attached to Schedule 5.2 are copies of the Company's balance sheet as of December 31, 2004 and the related statement of income for the twelve-month period then ended (the "2004 Financial Statements"), prepared by the Company in accordance with United States generally accepted accounting principles and reviewed by its certified public accountant.
Certain Financial Matters. 33 SECTION 6.2 Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 SECTION 6.3 Limitation on Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 SECTION 6.4
Certain Financial Matters. The Seller shall have delivered to the Purchaser the audited balance sheets and the audited statements of income, cash flows, and retained earnings of the Companies on a combined basis and consolidated with the Company Subsidiaries as of and for the fiscal year ended December 31, 2000, including the notes thereto and the reports thereon (without qualification) of the Seller's independent auditors, which shall not differ in any material respect from the Financial Statements for the fiscal year ended December 31, 2000 attached hereto as part of Schedule 4.1.2 (except as set forth in Schedule 6.2(c)). In addition, if the Closing occurs on or after May 15, 2001, the Seller shall have delivered to the Purchaser an unaudited balance sheet (showing the Tangible Net Assets as calculated in accordance with Section 2.3 hereof) and statement of income of the Companies on a combined basis and consolidated with the Company Subsidiaries as of and for the three month period ended March 31, 2001. If the Closing occurs on or after August 15, 2001, the Seller shall have delivered to the Purchaser an unaudited balance sheet (showing the Tangible Net Assets as calculated in accordance with Section 2.3 hereof) and statement of income of the Companies on a combined basis and consolidated with the Company Subsidiaries as of and for the six month period ended June 30, 2001. The Seller and the Sellers accountants, at AHI's expense with respect to any such quarterly and six month financial statements, shall have reviewed such balance sheets and statements of income and advised AHI and the Purchaser in writing that they (a) have been prepared in accordance with the books of account and records of the Companies, (b) fairly present in all material respects the Companies' financial condition and the results of its operations and cash flows at the dates and for the periods specified in those statements, and (c) have been prepared in accordance with GAAP consistently applied with prior periods.
Certain Financial Matters. (a) Guarantor shall immediately give Lender written notice of any material adverse change in its financial condition, including but not limited to, litigation commenced, tax liens filed, defaults claimed under any indebtedness or borrowed money, or proceedings commenced pursuant to any Debtor Relief Laws with respect to Guarantor, or an event of default under either the FINOVA Loan or the Indenture.
(b) Until payment in full of all the Guaranteed Obligations, Guarantor will, at its expense, within one hundred twenty (120) days after the end of each calendar year, furnish Lender with copies of federal (and if applicable, state) tax returns (or, if not filed within such one hundred twenty (120) day period, then, when filed) and personal financial statements, prepared in accordance with United States generally accepted accounting principles on a basis consistently applied or in a manner acceptable to Lender. Additionally, Guarantor will, at its expense, execute, acknowledge and deliver all such instruments and take all such action as Lender from time to time may reasonably request in order to ensure to Lender the benefits of this Guaranty Agreement; provided any such instruments and actions do not impose any material obligations on Guarantor not otherwise contemplated herein.
Certain Financial Matters. Neither any Borrower nor Parent Company will permit:
(a) the ratio of (i) the current assets of the Companies determined on a consolidated basis, to (ii) the sum of (A) the current liabilities of the Companies determined on a consolidated basis, plus (B) to the extent not otherwise included under GAAP, the principal amount of outstanding Revolving Loans, to be less than 1.25 to 1.00 at the end of any Fiscal Quarter; or
(b) the ratio of:
(i) EBIT of the Companies determined on a consolidated basis (excluding the write-down of the Brazilian Subsidiary), to
(ii) the interest expense of the Companies determined on a consolidated basis, (as of the end of each Fiscal Quarter and for the number of quarters shown below next to the ending date of each of the Fiscal Quarters listed below), to be less than set out below opposite the period in which such Fiscal Quarter ends; provided, however, (1) for each Fiscal Quarter in which an Acquisition is consummated, and each Fiscal Quarter ending prior thereto, the financial information necessary to determine the foregoing ratio shall be adjusted to reflect, on a pro forma basis, such Acquisition as if it had occurred as of the beginning of the first of such Fiscal Quarters included in the relevant four-quarter measurement period, and (2) the write-down of Lancer do Brasil taken in the third quarter of fiscal 1999 shall not be included in the calculation of this ratio,
Certain Financial Matters. 36 Section 4.26 Misstatements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 4.27
Certain Financial Matters. (a) Except as disclosed in Section 4.25(a) of the Company's Disclosure Schedule, since December 31, 1996, none of the Company and its Subsidiaries has provided any material special promotions, discounts or other incentives to its employees, agents, distributors or customers in connection with the solicitation of new orders for service provided by the Company or any Subsidiary, nor has any customer pre-paid any material amount for services to be provided by the Company or any Subsidiary in the future.
(b) The Company and its Subsidiaries have paid or fully provided for all access charges properly payable to local exchange carriers for access facilities and have properly reported their respective percentages of interstate use ("PIU") to such carriers, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. As of the date of this Agreement, to the knowledge of the representing party, the Company and its Subsidiaries do not have, and on the Closing Date the Company and its Subsidiaries will not have, any material liability on account of PIU.
(c) Section 4.25(c) of the Company's Disclosure Schedule sets forth a correct and complete list of product and service warranties and guaranties extended by any of the Company and the Subsidiaries that are currently in effect. Except as disclosed in Section 4.25(c) of the Company's Disclosure Schedule, (1) there have not been any material deviations from such warranties and guaranties, and salesmen, employees and agents of any of the Company and the Subsidiaries are not authorized to undertake obligations to any customer or other persons in excess of such written warranties or guaranties and (2) no claims have been asserted or threatened in writing or, to the knowledge of the representing party, asserted or threatened orally against any of the Company and the Subsidiaries with respect to product and service warranties and guaranties currently or formerly extended by any of the Company and the Subsidiaries, except in each case referred to in the preceding clauses (1) and (2) for such deviations or claims which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or for which the
Certain Financial Matters. Seller and Oxford hereby represent and warrant that they have no knowledge of any act, omission, event or occurrence as of or prior to the date hereof that will, or may have reasonable likelihood to, reduce or impair future revenues or administrative fees of the Seller, or the number or make-up of the Seller's clients, Internal Employees or Worksite Employees, or prices or margins for any of the foregoing.