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.
Sample 1Sample 2
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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 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
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

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.

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • 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.

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

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Officer Certificate Parent shall have delivered to the Company a certificate, dated the date of the Closing, signed by an executive officer of Parent, certifying as to the satisfaction of the conditions specified in Section 7.03(a) and Section 7.03(b).

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