Company Financial Conditions. (a) The Company's net worth (i) as of the end of its most recent fiscal year was not less than $961,000, and (ii) as of the Closing will not be less than the Net Worth Target. For purposes of this Section 5.9(a), calculation of amounts as of the Closing shall be made in accordance with the last paragraph of Section 8.9.
(b) The Company's earnings before interest and taxes (after the addition of "add-backs" set forth on Schedule 5.9(b)(i)) for its most recent fiscal year was not less than $522,000.
Company Financial Conditions. (a) The Company's net worth (i) as of the end of its most recent fiscal year was not less than $950,000, and (ii) as of the Closing will not be less than the Net Worth Target. For purposes of this Section 5.9(a), calculation of amounts as of the Closing shall be made in accordance with the last paragraph of Section 8.9.
(b) The Company's earnings before interest and taxes for (i) its most recent fiscal year (after the addition of "add-backs" set forth on Schedule 5.9(b)) was not less than $724,000 and (ii) the eight-month period ended August 31, 1997, was not less than $931,000.
Company Financial Conditions. (a) The Company's net worth (i) as of the end of its most recent fiscal year was not less than $256,538, and (ii) as of the Closing will not be less than the Net Worth Target.
(b) The Company's sales for (i) its most recent fiscal year ending December 31, 1997, were not less than $3,590,482, and (ii) the ten-month period ending October 31, 1998 were not less than $3,226,365.
(c) The Company's earnings before interest and taxes (after the addition of "add-backs" set forth on Schedule 3.9(c)) for (i) its most recent fiscal year were not less than $133,546 and (ii) the ten-month period ended October 31, 1998, were not less than $140,160.
(d) The sum of the Company's total outstanding long term and short term indebtedness to (i) banks, (ii) the Stockholder, (iii) Tarr and (iv) all other finaxxxxl institutions and creditors (in each case including the current portions of such indebtedness, but excluding trade payables and other accounts payable incurred in the ordinary course of the Company's business consistent with past practice) as of the Closing Date will not be more than $378,935. For purposes of Section 3.9(a) and (c), calculation of amounts as of the Closing shall be made in accordance with the last paragraph of Section 6.9.
Company Financial Conditions. (a) The Company's net worth, after giving effect to the Permitted Distribution, as of December 31, 1997 was not less than $930,000.
(b) The Company's (i) revenues for the fiscal year ended December 31, 1997 were not less than $16,100,000, and (ii) revenues (the "Interim Period Revenues") for the twelve (12)-month period ended March 31, 1998 (the "Interim Period") were not less than $15,900,000;
(c) The Company's (i) earnings before interest and taxes (after adjustment for any add-backs for the year ended December 31, 1997 as set forth on SCHEDULE 3.9 (the "Fiscal 1997 Add-Backs")) for the fiscal year ended December 31, 1997, were not less than $2,750,000 (or 16.90% of revenues for such fiscal year), (ii) earnings before interest and taxes for the Interim Period (after the addition of Interim Period Add-Backs set forth on SCHEDULE 1.2 ("Interim Period EBIT")) were not less than the greater of $2,900,000 or 18.17% of the Company's revenues for the Interim Period and (iii) earnings before interest and taxes (after adjustment for any add-backs set forth on SCHEDULE 3.9) (the "June Add-Backs") for the three (3)-month period ending June 30, 1998 shall be no less than $900,000.
(d) The Company shall have no outstanding long-term or short- term indebtedness to banks, the Shareholder or other financial institutions and creditors (in each case including the current portion thereof, but excluding trade payables, the Company's telephone lease with AT&T and other ordinary course accounts payable) as of the Closing Date. For purposes of Section 3.9(a) and (c), calculation of amounts shall be made in accordance with the last paragraph of Section 6.9, and for purposes of this Agreement "revenues" shall not include interest or dividend income. The parties agree that for any breach of this Section 3.9, NII's or PTC's damages for such breach either (i) to the extent applicable, shall be considered in the calculation of the Consideration Adjustment pursuant to Section 1.3, or (ii) if not considered in such calculation, shall be limited to the actual dollar amount by which the Company fails to meet the financial covenants set forth above and shall not cause any recalculation or reduction of the Consideration to be paid under this Agreement.
Company Financial Conditions. (i) The Company Consolidated Tangible Book Equity shall be greater than or equal to $193,000,000, (ii) the aggregate value of the assets reflected on the Unaudited Company Balance Sheet shall be less than or equal to four and one-half times the Company’s Consolidated Tangible Book Equity and (iii) the aggregate value of the assets reflected on the Unaudited Company Balance Sheet shall be less than or equal to $920,000,000, in each case calculated as of the Business Day immediately prior to the Closing. Parent shall have received a certificate of the chief executive officer and the chief financial officer of the Company to such effect.
Company Financial Conditions. (a) The Company's net worth (i) as of December 31, 1996 was not less than $5.4 million, and (ii) as of the Closing will not be less than the Net Worth Target. For purposes of this Section 5.9(a), calculation of amounts as of the Closing shall be made in accordance with the last paragraph of Section 8.9.
(b) The Company's earnings before interest and taxes (after the addition of "add-backs" set forth on Schedule 5.9(b)) for its most recent fiscal year was not less than $3,648,000.
Company Financial Conditions. (a) The Net Worth (deficit) as of June 30, 1998 was $(47,774).
(b) The Company's revenues for the fiscal year ended December 31, 1998 were not less than $4,400,000.
(c) The Company's earnings before interest and taxes for the fiscal year ended December 31, 1997 were not less than $20,000.
(d) The Company's Working Capital (Deficit) as of December 31, 1997 is not less than $(327,000).
(e) The sum of the Company's total outstanding long-term and short-term indebtedness to banks, the Stockholders, and other financial institutions and creditors as of December 31, 1997 (in each case including the current portions of such indebtedness, but excluding trade payables and other ordinary course accounts payable) is no greater than $178,000.
(f) The parties acknowledge and agree that for purposes of determining the amounts in Sections 1.3 and 3.8: (i) the amount of any material decrease or increase in intangible assets (including without limitation goodwill, franchises and intellectual property) accounted for after the end of Company's most recent fiscal year preceding the date hereof, shall be excluded, and (ii) the effect of changes to GAAP on or after January 1, 1999 shall also be excluded.
Company Financial Conditions. The Companies' earnings before taxes for the eight-month period ended August 31, 1998 were not less than $450,000.
Company Financial Conditions. (a) The Company's net worth, determined after giving effect to the Company's Historical Inventory Valuation (as defined in Section 3.10), (i) as of the end of its fiscal year ended December 31, 1998 was not less than $1,730,000, and (ii) as of the Closing will not be less than the Net Worth Target.
(b) The Company's sales for (i) its fiscal year ending December 31, 1997 were not less than $11,090,000, and (ii) the twelve (12) month period ending December 31, 1998 were not less than $16,450,000.
(c) The average of the Company's earnings before interest, taxes, depreciation and amortization (after the addition of "add-backs" set forth on Schedule 3.9(c), and after giving effect to the Company's Historical Inventory Valuation (as defined in Section 3.10)) for its fiscal years ending December 31, 1997 and December 31, 1998 was not less than $2,280,026.
(d) The sum of the Company's total outstanding long term and short term indebtedness to (i) banks and (ii) all other financial institutions and creditors (in each case including the current portions of such indebtedness, but excluding amounts due to any Stockholders as identified in Section 3.8 and trade payables and other accounts payable incurred in the ordinary course of the Company's business consistent with past practice) as of the Closing Date will not be more than $2,515,813. For purposes of Section 3.9(a) and (c), calculation of amounts as of the Closing shall be made in accordance with the last paragraph of Section 6.9.
Company Financial Conditions. (a) EDC's consolidated net worth (i) as of the end of its most recent fiscal year was not less than $1,000,000, and (ii) as of the Closing will not be less than the Net Worth Target.
(b) EDC's consolidated sales for (i) its fiscal year ending December 31, 1999 were not less than $9,500,000, and (ii) the three-month period ending March, 31, 2000 will not be less than $2,500,000;
(c) EDC's consolidated earnings before interest and taxes for (i) its fiscal year ending December 31, 1999 were not less than $1,600,000 (after adding back any profit sharing and other compensation expenses), and (ii) the three-month period ended March 31, 2000 will not be less than $375,000 (after adding back any profit sharing and other compensation expenses).
(d) Except as set forth in SCHEDULE 3.9, as of the Closing Date, the Companies will have no outstanding long-term and short-term indebtedness to banks, the Stockholders, and other financial institutions and creditors as of the Closing (in each case including the current portions of such indebtedness, but excluding trade payables (other than investment banker fees) and other ordinary course accounts payable).
(e) As of the Closing Date, all notes receivable from the Stockholders, other affiliates of the Company and employees of the Company shall have been repaid in full in accordance with their terms.
(f) The Stockholders shall have purchased any personal use assets, such as automobiles, from the Companies at a purchase price equal to the greater of the net book value of such assets as of the Closing Date or the outstanding indebtedness secured by such assets.
(g) On the Closing Date, there shall be no holders of options or other rights to purchase common stock of any Company. For purposes of Section 3.9(a) and (c), calculation of amounts as of the Closing shall be made in accordance with the last paragraph of Section 6.9 .
