Financial Condition of Purchaser. Guarantor represents and warrants to Guarantied Party that Guarantor is currently informed of the financial condition of Purchaser and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor further represents and warrants to Guarantied Party that Guarantor has read and understands the terms and conditions of the Subordinated Note. Guarantor hereby covenants that Guarantor will continue to keep informed of Purchaser's financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.
Financial Condition of Purchaser. Purchaser has delivered to Seller true and complete copies of the Seller’s income tax returns, filed by Seller for the taxable years ending December 31, 2003, December 31, 2004 and December 31, 2005 (the "Tax Returns"), and audited financial statements for the Seller’s fiscal years ending December 31, 2004, and December 31, 2005 which financial statements were prepared in accordance with generally accepted accounting principles throughout the periods involved (the " Financial Statements"). The Tax Returns and each of the foregoing Financial Statements (including in all cases the notes thereto, if any), is accurate and complete, is consistent with the books and records of the Purchaser (which, in turn, are accurate and complete in all respects) and presents fairly in all material respects the financial condition, results of operations and cash flows of the Purchaser in accordance with GAAP consistently applied throughout the periods covered thereby. Except as set forth Schedule 5(d), all accounts receivable of Purchaser (A) are bona fide receivables incurred in the ordinary course of business, (B) are properly reflected on the books and records of the Purchaser in accordance with GAAP and (C) are not subject to any counterclaim, or a claim for a chargeback, deduction, credit, set-off or other offset, other than as reflected by the reserve for bad debts. No Person has any Lien on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by Purchaser with respect to any accounts receivable other than in the ordinary course of business. Subsequent to December 31, 2005 Purchaser has not engaged in any transaction(s) outside the ordinary course of business, including, without limitation, the declaration and payment of any dividends, or the payment of any bonuses to shareholder employees over and above base annual salaries or in excess of bonus amounts payable under any written bonus arrangement entered into or for the benefit of any employee prior to December 31, 2005, with the exception of the financing transaction with Liberty Financial, the terms of which have been disclosed to Seller.
Financial Condition of Purchaser. The Sellers shall be reasonably satisfied with respect to the financial condition of Purchaser and Purchaser’s ability to fully perform under the terms and provisions of the Notes, and the value of the Avatar Common Stock to be delivered to the Sellers at the time of Closing.
Financial Condition of Purchaser. Following the consummation of the transactions contemplated by this Agreement, Purchaser will have sufficient capital and property remaining to conduct its business and to fulfill its obligations to Seller hereunder including any obligations under the Related Agreements.
Financial Condition of Purchaser. On or before each Sale Date, Purchaser shall, if requested by Seller, have provided to Seller information reasonably satisfactory to Seller to evidence that the financial condition of Purchaser is adequate to support the performance by Purchaser on a timely basis of Purchaser’s payment obligations hereunder and under the Subservicing Agreement (to the extent the Seller is the subservicer thereunder).
Financial Condition of Purchaser. Purchaser has been, is and shall be solvent prior to and after giving effect to the transactions contemplated by this Agreement. The Purchaser has the cash available or has existing borrowing facilities in effect which together are sufficient to enable it to pay the Purchase Price at the Completion and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
