Net Worth Certificate Sample Clauses

Net Worth Certificate. KPMG Peat Marwick LLP shall have delivered to the AGH Parties, in a form acceptable to the AGH Parties, a statement confirming that the pro forma book value (as determined in accordance with GAAP) of OPCO as of January 1, 1997 (after taking into account the transactions contemplated by this Agreement), does not exceed $75,000,000.
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Net Worth Certificate. KPMG Peat Marwick LLP will include in its "cold comfort" letter as provided in section 8.3(b) herein, "cold comfort," pursuant to specific procedures which are customary in scope and substance for "cold comfort" letters, to the effect that the pro forma balance sheet of OPCO as of March 31, 1998 reflects that OPCO's owners'/stockholders' equity does not exceed $75 million (after taking into account the transactions contemplated by this Agreement). 7. Exhibit D to the Merger Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit D to this Amendment. 8. Exhibit G to the Merger Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit G to this Amendment. 9. The Agreement is hereby amended to provide that (a) all references to "CapStar Hotel OP" shall be changed to "CapStar Hotel LLCs", (b) all references to "CapStar LPs" shall be changed to "CapStar Members".
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Net Worth Certificate. Within 30 calendar days following the end of each calendar month commencing with the month of July 2006, MortgageIT shall deliver to Acquiror a certificate duly executed by MortgageIT’s Chief Financial Officer certifying as to the calculation of MortgageIT’s Net Worth as of the last day of such preceding calendar month, together with reasonable supporting documentation of such calculation. With respect to each certificate delivered to Acquiror pursuant to this Section 6.14, MortgageIT shall provide Acquiror and its accountants and other authorized representatives access to all information, books and records required or used by MortgageIT or its advisors to prepare such certificate.
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Net Worth Certificate. The Guarantors hereby agree to deliver to the Agent, within 90 days after the end of each fiscal year of the Borrower, a net worth certificate in the form previously delivered to the Lenders, certifying that Metromedia or Klugx xxx Stuaxx Xxxxxxxxx xxxe a net worth of at least $1,000,000,000.
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Net Worth Certificate. The Stockholders shall provide to Buyer, no later than one (1) business day prior to the Closing Date a certificate ("Net Worth Certificate"), duly executed by the Stockholder, that shall have been reviewed by Anders, Minkxxx xxx Diehx, xxat sets forth the Stockholder good faith, reasonably based, estimate of the Net Worth of the Company on the Closing Date.
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Net Worth Certificate. No later than April 30 following the end of each calendar year, Borrower shall cause JQH and the JQH Trust to deliver to Lender a Net Worth Certificate which shall, among other things, show that JQH and the JQH Trust continue to maintain a Net Worth no less than the Minimum Net Worth Amount. In addition, if either (i) (x) sales having a gross consideration and (y) gifts or other Transfers of assets having a gross value exceed $200,000,000, in the aggregate, over the life of the Loan, or (ii) for any period the Net Worth is less than $750,000,000, then within thirty (30) days following the end of each Loan Quarter, Borrower shall cause JQH and the JQH Trust to deliver to Lender the Updated Net Worth Certificate. In the event that Lender does not agree with the Net Worth as reflected in a Net Worth Certificate or in an Updated Net Worth Certificate, Lender shall be entitled to obtain from an independent appraiser Appraisals of any or all of the assets of JQH and the JQH Trust, and to engage an independent auditor, to recalculate the Net Worth. The cost of such appraisers and the auditor will be borne by Lender, unless the Net Worth is determined to be materially less than reported on the Net Worth Certificate or the Updated Net Worth Certificate, in which case the cost of the appraisers and the auditor will be borne by Borrower.
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Related to Net Worth Certificate

  • Annual Certificate The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 13 hereof; 6)

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Single Certificate A Single Certificate for each Class of Class A Certificates (other than the Class A-R Certificate) and each Class of Class B Certificates (other than the Class B-4, Class B-5 and Class B-6 Certificates) represents a $100,000 Denomination. A Single Certificate for the Class A-R Certificate represents a $100 Denomination. A Single Certificate for the Class B-4 and Class B-6 Certificates represents a $250,000 Denomination. The Class B-5 Certificates will be issued as a Single Certificate with a Denomination equal to its Original Principal Balance.

  • Ownership Certificates for Tax Purposes The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

  • Ownership of the Certificates or Notes The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Certificates or Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any Basic Document. Notes or Certificates so owned by the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of the Basic Documents, without preference, priority, or distinction as among all of the Notes or Certificates; provided, however, that any Notes or Certificates owned by the Seller or any Affiliate thereof, during the time such Notes or Certificates are owned by them, shall be without voting rights for any purpose set forth in the Basic Documents. The Seller shall notify the Owner Trustee, the Trustee and the Trust Collateral Agent with respect to any other transfer of any Certificate.

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