Maintenance of Financial Condition Sample Clauses

Maintenance of Financial Condition. The Company will not at any time permit Consolidated Total Debt to exceed 50% of Series A Total Capitalization, after deducting from Series A Total Capitalization the amount of all assets which are then included as Permitted Investments under clause (l) of the definition thereof (other than any such Permitted Investments under clause (l) which are Investments in Unrestricted Subsidiaries made after the date of the Closing).
Sample 1
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Maintenance of Financial Condition. Except as set forth on Schedule 2.1.10, since the Financial Statement Date, there has not been: --------------- a. Any change in the condition or title of the Company, the Business, the Assets or any of the Shares except changes in the ordinary course of business, none of which (individually or in the aggregate) has been materially adverse; b. Any change in the compensation or benefits of, or any bonuses paid or promised to, any employees, officers or directors of the Company; c. The loss of any vendor to the Company whose services could not easily be replaced at substantially the same costs; d. Any declaration of any dividend or other distribution to any shareholder or other holder of any beneficial interest in the Company; or e. Any other occurrence, event or condition of any similar or dissimilar character which has materially adversely affected, or may materially adversely affect (individually or in the aggregate), the Company or the Business.
Sample 1
Maintenance of Financial Condition. Except as set forth on ---------------------------------- Schedule 2.1.11, since December 31, 1999, there has not been any: --------------- a. Change in the condition (financial or otherwise) or title of any of the CPS Group Companies, the Business, the Assets, the Premises or the Shares except changes in the ordinary course of business, none of which (individually or in the aggregate) has been material; b. Loss of any vendor to any of the CPS Group Companies whose services could not easily be replaced at substantially the same costs; c. Loss of any customer or client of the CPS Group Companies whose net fees over the past twelve (12) months exceeded $100,000 or loss of customers or clients of the CPS Group Companies whose aggregate net fees over the past twelve (12) months exceeded $500,000; d. Except for customary market adjustments and Permitted Distributions, change in the compensation or benefits of, or any bonuses paid or promised to, any employees, officers or directors of any of the CPS Group Companies whose annual compensation exceeds $50,000; e. Issuance or authorization for issuance of any equity security, bond (excepting Licenses and Bonds, as defined below), note or other security of any of the CPS Group Companies; f. Except for Permitted Distributions, declaration of any dividend or other distribution to any shareholder or other holder of any beneficial interest in any of the CPS Group Companies; g. Investment in any entity; h. Disposition of any equity or other security of any of the CPS Group Companies; i. Creation of a mortgage, pledge, lien or encumbrance made on any of the properties or assets of any of the CPS Group Companies, except those in respect of operating equipment purchases made in the ordinary course of business under existing arrangements in respect of the Loan Obligations; j. Capital expenditures in excess of $10,000 (individually or in the aggregate), except for operating equipment purchases made in the ordinary course of business which in the aggregate do not exceed $100,000; k. Indebtedness for borrowed money incurred, assumed or guaranteed by any of the CPS Group Companies except for routine borrowings in the ordinary course of any of the CPS Group Companies' business; l. Amendment to the Articles of Incorporation, Bylaws, Articles of Organization or Operating Agreement of any of the CPS Group Companies; x. Xxxxx in payment of accounts payable, except delays due to recent expansion of the Business, none of which exceed s...
Sample 1
Maintenance of Financial Condition. The Company will not permit its Consolidated Leverage Ratio as of any of the dates set forth in the table below to exceed the ratio set forth opposite such dates in the table below for two consecutive quarterly periods unless the Equity Investors purchase Equity Interests of the Ultimate Parent (other than Disqualified Stock) for cash and the Ultimate Parent contributes the net proceeds from such sale to the Company as common equity capital and the Company applies the net proceeds therefrom to the repayment of Indebtedness such that the Consolidated Leverage Ratio as of the latter such date (calculated on a pro forma basis as if such issuance of Equity Interests and the application of the net proceeds therefrom had occurred on such date) would be below the amount set forth in the table below opposite such date. 61 This covenant will cease to have any force and effect upon the first to occur of (i) the first fiscal quarter end at which the Company's Consolidated Leverage Ratio is below 3.00:1.00 or (ii) the date on which the Equity Investors, in connection with this covenant, have purchased Equity Interests (other than Disqualified Stock) from the Ultimate Parent for net cash proceeds aggregating $25 million and the Ultimate Parent has contributed the net proceeds from such sale to the Company as common equity capital. Should the net proceeds from any single such issuance of Equity Interests be less than $25 million, then this covenant will continue to be in force and effect until such time as the net cash proceeds of Equity Interests purchased by the Equity Investors during all periods of non-compliance (or in contemplation of non-compliance as evidenced by an Officers' Certificate delivered to the Trustee, as set forth in Section 4.04(c)) total in the aggregate $25 million.
Sample 1
Maintenance of Financial Condition. Except as set forth on ---------------------------------- Schedule 2.1.11, since December 31, 1999, there has not been any: --------------- a. Change in the condition (financial or otherwise) or title of any of HELP, the Business, the Assets or the Premises except changes in the ordinary course of business, none of which (individually or in the aggregate) has been material; b. Loss of any vendor to any of HELP whose services could not easily be replaced at substantially the same costs; c. Loss of any customer or client of the HELP whose net fees over the past twelve (12) months exceeded $100,000 or loss of customers or clients of HELP whose aggregate net fees over the past twelve (12) months exceeded $250,000; d. Except for customary market adjustments and Permitted Distributions, change in the compensation or benefits of, or any bonuses paid or promised to, any employees, officers or directors of HELP whose annual compensation exceeds $50,000; e. Except for Permitted Distributions, declaration of any dividend or other distribution to any shareholder or other holder of any beneficial interest in HELP; f. Creation of a mortgage, pledge, lien or encumbrance made on any of the properties or assets of HELP; g. Capital expenditures in excess of $10,000 (individually or in the aggregate), except for operating equipment purchases made in the ordinary course of business which in the aggregate do not exceed $100,000; h. Indebtedness for borrowed money incurred, assumed or guaranteed by HELP except for routine borrowings in the ordinary course of HELP's business; i. Delay in payment of accounts payable, except delays due to recent expansion of the Business, none of which exceed sixty (60) days;
Sample 1

Related to Maintenance of Financial Condition

  • Investigation of Financial Condition Without in any manner reducing or otherwise mitigating the representations contained herein, Company shall have the opportunity to meet with Buyer's accountants and attorneys to discuss the financial condition of Buyer. Buyer shall make available to Company all books and records of Buyer.

  • Financial Condition (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2012 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on December 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

  • Financial Conditions (a) The Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Recipient responsible for carrying out the Project or any part thereof. (b) The Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the GEF Trust Fund Grant Account were made on the basis of statements of expenditure, the Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the GEF Trust Fund Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

  • Financial Condition of Company Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor's assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

  • Financial Condition of Borrower Any Credit Extensions may be made to Borrower or continued from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

  • Financial Condition of the Borrower The Loans may be made to the Borrower without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower at the time of such grant. Each Guarantor has adequate means to obtain information from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.

  • Special Condition With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

  • Financial Condition; Financial Statements (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

  • Financial Condition Covenant Permit the Asset Coverage Ratio to be less than the Minimum Permitted Ratio; or in each case allow Indebtedness of the Borrower to exceed the limits set forth in the Borrower’s Prospectus or registration statement or allow Indebtedness to exceed the requirements of the 1940 Act.

  • SPECIAL CONDITIONS A submitted appeal must;

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