Certificate of Financial Condition. The Agent shall have received a Certificate of Financial Condition in the form of Exhibit 5.1(c) with appropriate insertions and attachments.
Certificate of Financial Condition. A Certificate of Financial Condition, duly executed by a Responsible Officer of the Borrower.
Certificate of Financial Condition. A certificate of the Chief Financial Officer of the Borrower documenting the solvency of the Borrower and its Subsidiaries on a consolidated basis as of the Effective Date;
Certificate of Financial Condition. A certificate of the Chief Financial Officer of the Borrower documenting the solvency of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Borrowings on the Initial Borrowing Date hereunder, and certifying as true, correct and complete the most recent financial statements described in Section 5.9;
Certificate of Financial Condition. The Agent shall have received a certificate from the CFO satisfactory to the Agent certifying that no material adverse change has occurred in the financial condition, results of operations, business, properties or prospects of the Borrowers, taken as a whole, since the date of the most recent financial statements and projections provided to the Banks.
Certificate of Financial Condition. The Administrative Agent shall have received a Certificate of Financial Condition from the chief financial officer of the Transok Guarantor in substantially the form of EXHIBIT C, (addressed to or otherwise in favor of the Agents, the Lessor and each Lender);
Certificate of Financial Condition. Certificate of Financial Condition from the chief financial officer of the Borrower, in substantially the form of EXHIBIT 11.1.9, together with all related financial statements, opinions and other material documents containing information on which such certificate is based.
Certificate of Financial Condition. The Purchaser shall have received a balance sheet of the Company on and as of the last Business Day immediately preceeding the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with the application of the financial accounting policies and practices employed by the Company in preparation of the Interim Balance Sheet, which policies and practices comply with GAAP. The Purchaser shall have received, on the Closing Date, a certificate from the Company, signed by the Company's Chief Executive Officer and Chief Financial Officer, setting forth, based on the Closing Date Balance Sheet prepared in accordance with the preceeding sentence:
(a) As of the Closing Date, the Company's:
(i) accounts payable plus accrued expenses (it being understood and agreed that the legal, accounting, advisory and severance obligations included in the definition of "Fees" shall not be included in the amount of accrued expenses for purposes of this Section 10.17 or Section 3.8); plus
(ii) deferred service revenues and any other accrued liabilities;
(iii) plus the current portion of capital leases; less
(iv) Deferred Payables (prior to "Discounts" computed in a manner consistent with the Discounts column on Exhibit A), the remaining SAI warranty obligation, if any, remaining 2000 unpaid incentives, strategic transaction incentives; less
(v) cash (exclusive of amounts received upon exercise of Stock Options between the date of this Agreement and the Closing Date), accounts receivable, other receivables and pre-paid expenses.
(b) As of the Closing Date, the sum of the Company's:
(i) line of credit;
(ii) Company Debentures;
(iii) notes payable;
(iv) Deferred Payables;
(v) SAI warranty;
(vi) long-term portions of capital leases; and
(vii) any other debt; assuming that the obligations to Northern Trust and the SAI warranty obligations are valued at their actual payoff amounts as negotiated pursuant to Section 10.10.
(c) As of the Closing Date, the Fees.
(d) As of the Closing Date, the balance of the Bridge Financing, if any.
(e) As of the Closing Date, the "Discounts" to the Deferred Payables, computed in a manner consistent with the Discounts column of Exhibit A.
Certificate of Financial Condition. The Agent shall have received a Certificate of Financial Condition dated as of the Closing Date from the Borrower in the form of Exhibit 4.1
Certificate of Financial Condition. A Certificate of Financial ---------------------------------- Condition, duly executed by a Responsible Officer of Telscape and the Borrower.
