Minimum Financial Condition Sample Clauses

Minimum Financial Condition. At all times during the Term of this Agreement, Shipper shall ensure that there is no Material Adverse Change (as defined below). As used herein, the term “Material Adverse Change” means a material adverse change in (a) the condition (financial or otherwise), business, performance, operations or properties of Shipper or any Guarantor hereunder; (b) the legality, validity or enforceability of this Agreement; or (c) the ability of Shipper to meet its obligations under this Agreement. In the event of an event that causes or could reasonably be expected to cause a Material Adverse Change (a “Material Adverse Event”), Shipper shall promptly advise UNEV in detail in writing of such occurrence. Within ten (10) days after the occurrence of a Material Adverse Event and demand by UNEV, Shipper shall provide UNEV adequate assurances of Shipper’s financial ability and commitment to perform its obligations under this Agreement. Such adequate assurances shall, at UNEV’S request, include, but not be limited to, requiring Shipper to deliver to UNEV and maintain in place a guarantee for the amount and term of the Quarterly Minimum Volume Commitment hereunder in favor of UNEV, in form and substance acceptable to UNEV in its sole discretion, from a guarantor that maintains credit ratings that are no lower than any of the minimum credit ratings set forth below or such other credit ratings as may be acceptable to UNEV in its sole discretion (the “Shipper Financial Guarantee”): Agency Minimum Credit Rating Xxxxx’x Investor Services Baa3 Standard & Poor’s BBB- Dominion Bond Rating Service BBB(low)
Sample 1
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Minimum Financial Condition. The Specified Assets shall be subject to certain minimum amounts, the Specified Liabilities shall be subject to certain maximum amounts, and the Vuance CSMS Business to be acquired by Acquisition shall be subject to certain minimum financial requirements, all as to be mutually agreed upon by Vuance, Acquisition and WidePoint prior to the Closing and set forth in Schedule 8.2(K) hereto.
Sample 1
Minimum Financial Condition. The consolidated total assets of the Acquired Companies minus the consolidated total liabilities of the Acquired Companies as of the end of the month prior to the month in which the Closing occurs, in each case as calculated in accordance with GAAP consistently applied with the Acquired Companies’ past practice, but excluding all movements in unrealized gains and losses on Investment Assets since September 30, 2016 (the “Minimum Financial Condition Calculation”), shall equal at least $69,600,000.
Sample 1
Minimum Financial Condition. The Specified Assets shall be subject to certain minimum amounts, the Specified Liabilities shall be subject to certain maximum amounts, and the Protexx Business to be acquired by Acquisition shall be subject to certain minimum financial requirements, all as to be mutually agreed upon by Protexx, Acquisition and WidePoint prior to the Closing and set forth in Schedule 8.2(l) hereto.
Sample 1
Minimum Financial Condition. The Specified Assets shall be subject to certain minimum amounts, the Specified Liabilities shall be subject to certain maximum amounts, and the AGS Business acquired by Acquisition shall be subject to certain minimum financial requirements, all as determined by WidePoint and Acquisition and set forth in Schedule 8.2(j) hereto.
Sample 1

Related to Minimum Financial Condition

  • Financial Conditions The Borrower shall ensure that:

  • Solvent Financial Condition Each of Borrower and its Subsidiaries is now and, after giving effect to the Loans to be made hereunder, at all times will be, Solvent.

  • Financial Condition The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). 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 and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

  • Borrower’s Financial Condition BTC has delivered to BFA, the investment adviser to the Funds, each Borrower’s most recent statements required to be furnished to customers by Rule 17a-5(c) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other documents as may be required, as have been made available to BTC pursuant to the Securities Lending Agreements. BTC shall promptly deliver to any investment adviser for the Funds all statements and financial information subsequently delivered to BTC and required to be furnished to BTC under the Securities Lending Agreements.

  • Financial Condition; Financial Statements (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Changes in Financial Condition Since the date of the Financial Statements, there has not been:

  • Financial Statements; Financial Condition; etc The Borrower shall have delivered to the Administrative Agent:

  • 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.

  • Tenant’s Financial Condition Within ten (10) days after written request from Landlord, Tenant shall deliver to Landlord such financial statements as Landlord reasonably requires to verify the net worth of Tenant or any assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver to any lender designated by Landlord any financial statements required by such lender to facilitate the financing or refinancing of the Property. Tenant represents and warrants to Landlord that each such financial statement is a true and accurate statement as of the date of such statement. All financial statements shall be confidential and shall be used only for the purposes set forth in this Lease.

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