Financial Condition at Closing Clause Samples

Financial Condition at Closing. At and as of Closing, (i) the Company shall be current in all material respects on all bills and payables according to standard trade terms, and will have paid all expenses in connection with this transaction and (ii) the Company and Sellers shall have complied with their respective obligations to be performed prior to or on the Closing Date under Sections 4.11 and 2.23.

Financial Condition at Closing. At and as of Closing, the Company shall (i) have cash on hand that is sufficient, after taking into consideration (x) the payments to be made pursuant to Section 4.1 (c) hereof and (y) the anticipated receipts and expenditures of the Company through December 31, 1997, to fund the operation of the Company during the period commencing as of the Closing Date and ending on January 1, 1998, (ii) have positive stockholders' equity, (iii) be current in all material respects on all bills and payables according to standard trade terms, (iv) have all client deposits for future travel held by the applicable supplier or held by the Company in a segregated cash or cash equivalent account (and such amount shall not be considered for purposes of clause (i) of this Section 2.10), all calculated and fairly presented in accordance with GAAP consistently applied.

Financial Condition at Closing. At and as of Closing, the Company shall (i) have cash on hand that is sufficient, after taking into consideration (x) the payments to be made pursuant to SECTION 4.1(c) hereof and (y) the anticipated receipts and expenditures of the Company through December 31, 1997, to fund the operation of the Company during the period commencing as of the Closing Date and ending on January 1, 1998, (ii) have positive stockholders' equity, (iii) be current in all material respects on all bills and payables according to standard trade terms, (iv) have all client deposits for future travel held by the applicable supplier or held by the Company in a segregated cash or cash equivalent account (and such amount shall not be considered for purposes of clause (i) of this SECTION 2.10), all calculated and fairly presented in accordance with GAAP consistently applied.

Financial Condition at Closing. The financial condition of Borrower shall be satisfactory to Bank and there shall have been delivered to Bank such written statements, schedules or reports in such form, containing such information and accompanied by such documents as may be satisfactory to Bank concerning the financial condition of Borrower, any of the Collateral or any other matter or matters as Bank may require.

Financial Condition at Closing. On the Closing Date none of the Acquired Companies shall have any Liabilities other than Permitted Liabilities.

Financial Condition at Closing. All of the following financial conditions shall exist at Closing:

Financial Condition at Closing. All of the following ------------------------------ financial conditions shall exist as of March 31, 1998:

Financial Condition at Closing. (a) Except for liabilities set forth in the Balance Sheet and accounts payable incurred in the ordinary course of business of the Company consistent with past practices, the Company shall not owe any debt at the Closing Date other than Permitted Liabilities. The term "debt" includes notes payable and the short-term and long-term portions of any and all debt or obligations, including capitalized lease obligations. (b) The Company's net sales for the fiscal year ending December 31, 1997 to be on schedule (run rate) to equal at least $15,000,000. The Company's net sales for the fiscal year ended December 31, 1996, calculated in accordance with GAAP, shall equal or exceed $14,624,000. The Company's net sales for the fiscal year ended December 31, 1995, calculated in accordance with GAAP, shall equal or exceed $13,196,000. The Company's net sales for the fiscal year ended December 31, 1994, calculated in accordance with GAAP, shall equal or exceed $11,318,000. (c) The Company's net income before provision for interest, income taxes, owners' bonuses and non-continuing expenses ("Adjusted EBIT") for the fiscal year ending December 31, 1997 to be on schedule to equal at least $3,801,000. The Company's Adjusted EBIT for the fiscal year ended December 31, 1996 shall equal or exceed $3,683,000. The Company's Adjusted EBIT for the fiscal year ended December 31, 1995 shall equal or exceed $2,674,000. The Company's Adjusted EBIT for the fiscal year ended December 31, 1994 shall equal or exceed $3,223,000. (d) The mix and composition of the assets and liabilities of the Company on the Closing Date will not be materially different than those indicated on the Balance Sheet. (e) At the Closing Date, the DFCE of the Company shall be no less than $4,000,000 plus all earnings and profits of the Company for the period from July 31, 1997, to the day preceding the Closing Date less $600,000. (f) Except as set forth in Exhibit 2.9, since July 31, 1997, the Company shall not have (i) paid any shareholder dividends or distributions, (ii) repaid any debt in excess of the amount required to be repaid pursuant to written contractual obligations or pursuant to Section 1.3 or (iii) paid any bonuses or excessive compensation to any of the Sellers.

Financial Condition at Closing. All of the following financial conditions shall exist at Closing: (a) The Company shall not have any outstanding indebtedness. The term "indebtedness" shall include notes payable and the short-term and long-term portions of any and all indebtedness for borrowed money or other obligations, including capitalized lease obligations, including accrued interest, fees and prepayment penalties with respect thereto, all as determined in accordance with GAAP. In the event there is outstanding indebtedness, the Purchase Price shall be reduced by the amount of such indebtedness as provided in Section 2.3. (b) The minimum level of working capital of the Company shall be at least $9.6 million. The term "working capital" shall be defined as accounts receivable plus inventory less accounts payable excluding any year end adjustments for current liabilities (to the extent not included in Section 7.6(a)), all as determined in accordance with GAAP. In the event the working capital of the Company is less than $9.6 million, the Purchase Price shall be reduced by the amount of such difference as provided in Section 2.4.