Closing Date Financial Certificate Sample Clauses

Closing Date Financial Certificate. Each Seller shall have delivered to Parent and PSC a closing date financial certificate which shall certify the March 31, 1998 unaudited balance sheets of each such Seller's Practice and for the period ended as of such date statements of operations of the Practice, along with detailed accounts receivable aging analysis of the Practice as of the close of business on the date prior to Closing acceptable to Parent, all prepared in accordance with prior practice, provided that goodwill and capitalized intangible assets may be written off such balance sheets as provided in Section 7.1(a) below. Each Seller shall have delivered to Parent a computation of each such Seller's Corporation's net worth (as defined in Section 5.16 below) as of the Closing.
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Closing Date Financial Certificate. Seller shall have delivered to PSC a closing date financial certificate which shall certify as of the last day of the month prior to the effective date of the Registration Statement an unaudited cash basis balance sheet of Seller and for the period ended as of such date a statement of operations of Seller, along with a detailed accounts receivable aging analysis of Seller as of such date. Seller's 1996 collections shall not have been less than two million dollars ($2,000,000) and the net worth of Practice as of the Closing Date (defined as the accrual basis net worth of assets acquired by PSC including the net realizable value of its accounts receivable, less assumed liabilities) shall not be less than three hundred twenty-five thousand dollars ($325,000).
Sample 1
Closing Date Financial Certificate. Seller shall have delivered to PSC a closing date financial certificate which shall certify as of the last day of the month prior to the effective date of the Registration Statement an unaudited cash basis balance sheet of Seller and for the period ended as of such date a statement of operations of Seller, along with a detailed accounts receivable aging analysis of Seller as of such date. The net worth of Practice as of the Closing Date (defined as the accrual basis net worth of assets acquired by PSC including the net realizable value of its accounts receivable, less assumed liabilities) shall not be less than $250,000.
Sample 1
Closing Date Financial Certificate. Seller shall have delivered to PSC a closing date financial certificate which shall certify as of the last day of the month prior to the effective date of the Registration Statement an unaudited cash basis balance sheet of Seller and for the period ended as of such date a statement of operations of Seller, along with a detailed accounts receivable aging analysis of Seller as of such date. The net worth of Practice as of the Closing Date (defined as the net worth of assets acquired by PSC less assumed liabilities) shall not be less than the amount shown on Practice's audited balance sheet as of September 30, 1996.
Sample 1

Related to Closing Date Financial Certificate

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Original Certificate No R-[ ] for cancellation;

  • Initial Borrowing Base Certificate Duly executed originals of an initial Borrowing Base Certificate from Borrower, dated the Closing Date, reflecting information concerning Eligible Accounts and Eligible Inventory of Borrower as of a date not more than seven (7) days prior to the Closing Date.

  • Incumbency Certificate; Authorized Signers The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

  • Servicer Certificate Together with each Monthly Report, the Servicer shall submit to the Borrower, the Backup Servicer, each Managing Agent and the Administrative Agent a certificate (a “Servicer’s Certificate”), signed by a Responsible Officer of the Servicer and substantially in the form of Exhibit F, which may be incorporated in the Servicer Report. Except as otherwise set forth in the Backup Servicing Agreement, the Backup Servicer shall have no obligation to review any information in the Servicer Certificate.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Effective Date Certificate The Administrative Agent shall have received, with counterparts for each Lender, the Effective Date Certificate, dated the Effective Date and duly executed and delivered by the chief executive officer, an Authorized Person or the Treasurer of Micro.

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