Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operations for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), and fairly present, in all material respects, the financial condition of the Borrower on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower or the Guarantor, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks.
(b) The Borrower on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., it has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and has, and expects to have, the ability to pay its debts from time to time incurred in connection therewith as such debts mature.
Financial Statements; Solvency. (a) There have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Balance Sheet Date and consolidated statements of operations for the fiscal periods then ended, certified by the Accountants. In addition, there have been furnished to the Banks consolidated balance sheets of the Borrower and its Subsidiaries dated the Interim Balance Sheet Date and the related consolidated statements of operation for the fiscal quarter ending on the Interim Balance Sheet Date. All said balance sheets and statements of operations have been prepared in accordance with GAAP (but, in the case of any of such financial statements which are unaudited, only to the extent GAAP is applicable to interim unaudited reports), fairly present the financial condition of the Borrower and its Subsidiaries on a consolidated basis as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments and to the absence of complete footnotes. There are no contingent liabilities of the Borrower and its Subsidiaries involving material amounts, known to the officers of the Borrower which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks.
(b) The Borrower and its Subsidiaries on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.
Financial Statements; Solvency. (a) There has been furnished to the Banks audited consolidated financial statements of the Borrowers dated the Balance Sheet Date. Said financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Borrowers on a consolidated basis, as at the close of business on the date thereof and the results of operations for the period then ended. There are no contingent liabilities of the Borrowers involving material amounts, known to the officers of the Borrowers, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Banks.
(b) The Borrowers on a consolidated basis (both before and after giving effect to the transactions contemplated by this Credit Agreement) are and will be solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.
Financial Statements; Solvency. (a) The Borrower has delivered to the Administrative Agent and the Lenders the management prepared unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010 with the related statements of income, cash flows and stockholders’ equity for the fiscal years then ended. Such financial statements have been prepared in accordance with GAAP (subject, with respect to the unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments) contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and its Subsidiaries for the respective periods then ended.
(b) The Borrower and its Subsidiaries, taken as a whole, are Solvent.
(c) Set forth on Schedule 5.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from franchisees and former franchisee receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receivable.
(d) Neither (i) the board of directors of any Credit Party, a committee thereof or an authorized officer of any Credit Party has concluded that any financial statement previously furnished to the Administrative Agent pursuant to or in connection with this Agreement should no longer be relied upon because of an error, nor (ii) has any Credit Party been advised by its auditors that a previously issued audit report or interim review cannot be relied on.
(e) The Pro Forma Balance Sheet reflects adjustments made on a Pro Forma Basis to give effect to the consummation of the acquisition of Choice Environmental Services, Inc. and the related Equity Issuance, all as if such events had occurred on the date as of which the Pro Forma Balance Sheet is prepared. The Pro Forma Balance Sheet has been prepared based on stated and noted (where material) assumptions made in good faith and having a reasonable basis set forth therein, and presents fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries on an unaudited Pro Forma Basis as of the date set forth therein after giving effect to the consummation of the transactions described above.
(f) The Borrower has prepared, and has heretofore furnished to the Administrative Agent a copy of, budgeted consolidated balance sheets and statements of income and cash flows of the Borrower and its Subsidiaries, consisting of bala...
Financial Statements; Solvency. (a) There has been furnished to the Lenders (i) audited consolidated financial statements of the Borrowers dated the Balance Sheet Date and (ii) consolidated financial statements of the Borrowers dated the Interim Balance Sheet Date. Said financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Borrowers on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrowers involving material amounts, known to the officers of the Borrowers, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Lenders.
(b) The Borrowers on a consolidated basis (both before and after giving effect to the transactions contemplated by this Credit Agreement) are and will be solvent (i.e., they have assets having a fair value in excess of the amount required to pay their probable liabilities on their existing debts as they become absolute and matured) and have, and expect to have, the ability to pay their debts from time to time incurred in connection therewith as such debts mature.
Financial Statements; Solvency. (a) The Borrower has delivered to the Bank (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of October 31, 2002, 2003 and 2004, in each case with the related statements of income, cash flows and stockholders’ equity for the Fiscal Years then ended, together with the opinion of Xxxxx Pera & Co., PLLC thereon, (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2005, with the related statements of income, cash flows and stockholders’ equity for the six-month period then ended, respectively. Such financial statements contain no material misstatement or omission and fairly present the financial position, assets and liabilities of the Borrower and each of its Subsidiaries for the respective periods then ended.
(b) Except as set forth on Schedule 4.10(b), each of the Borrower and its Subsidiaries is Solvent.
(c) Set forth on Schedule 4.10(c) is a list of all note receivables of the Borrower and its Subsidiaries, including all notes from Franchisees and Former Franchisee Receivables (each indicated as such), outstanding as of the Closing Date, and including the outstanding balance of each such note receiveable.
Financial Statements; Solvency. (a) (i) There has been furnished to the Lenders the Audited Financial Statements of the Borrower dated the Balance Sheet Date. Said financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Borrower and its Subsidiaries as of the date thereof involving material amounts, known to the officers of the Borrower, which have not been disclosed in said financial statements and the related notes thereto or otherwise in writing to the Lenders.
Financial Statements; Solvency. (a) There has been furnished to the Lenders (i) audited consolidated financial statements of the Consolidated Group dated the Balance Sheet Date and (ii) consolidated financial statements of the Consolidated Group dated the Interim Balance Sheet Date. Said financial statements have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Consolidated Group on a consolidated basis, as at the close of business on the respective dates thereof and the results of operations for the respective periods then ended. There are no contingent liabilities of the Consolidated Group involving material amounts, known to the officers of the Borrowers, which have not been disclosed in said balance sheets and the related notes thereto or otherwise in writing to the Lenders.
(b) The Borrowers on a consolidated basis (both before and after giving effect to the transactions contemplated by this Agreement) are and will be Solvent.
Financial Statements; Solvency. All financial statements submitted to Agent relating to Borrower and the Guarantor are true, complete and correct, and have been prepared in accordance with sound accounting principles consistently applied and fairly present the financial condition of the Person to which they pertain and the other information therein described and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statement submitted or this Agreement. No material adverse change has occurred in the financial condition of Borrower, or Guarantor since the dates of each such financial statements. Borrower and Guarantor are able to pay their respective debts as such debts become due, and they have capital sufficient to carry on their respective present businesses and transactions and all businesses and transactions in which they are about to engage and neither Borrower nor Guarantor (i) are bankrupt or insolvent, (ii) have made an assignment for the benefit of its or his creditors, (iii) have had a trustee or receiver appointed, (iv) have had any bankruptcy, reorganization or insolvency proceedings instituted by or against it or him, or (v) shall be rendered insolvent by its or his execution, delivery or performance of this Agreement, the Loan Documents or by the transactions contemplated hereunder and thereunder.
Financial Statements; Solvency. (a) There has been furnished to the Banks the audited balance sheet of the Borrower and its Subsidiaries as of March 31, 1999 and the unaudited certified balance sheet of the Borrower and its Subsidiaries as of September 30, 1999 (the "Balance Sheet Date"), and the statements of income, retained earnings and cash flows of the Borrower for the year ending March 31, 1999 and each year thereafter, certified by Xxxxxx Xxxxxxxx LLP. Such financial statements have been prepared in accordance with Generally Accepted Accounting Principles and fairly present the financial condition of the Borrower as of the Balance Sheet Date and the results of operations for the fiscal year then ended. There are no contingent liabilities of the Borrower as of the Balance Sheet Date which were required to be disclosed in accordance with Generally Accepted Accounting Principles and which were not disclosed in such balance sheets and the notes related thereto.
(b) The Borrower on a consolidated basis (after giving effect to the transactions contemplated hereby), is solvent, has assets having a fair value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured, and has, and will have, access to adequate capital for the conduct of its business and the ability to pay its debts from time to time incurred in connection therewith as such debts mature.
