Net Worth Certificate Clause Samples
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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.
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".
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.
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.
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 Klug▇ ▇▇▇ Stua▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇e a net worth of at least $1,000,000,000.
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, Mink▇▇▇ ▇▇▇ Dieh▇, ▇▇at sets forth the Stockholder good faith, reasonably based, estimate of the Net Worth of the Company on the Closing Date.