NET WORTH STATEMENTS Sample Clauses

NET WORTH STATEMENTS. Subtenant agrees, on an annual basis, to provide Sublandlord with a statement of Subtenant's net worth. In addition, Subtenant agrees to promptly notify Sublandlord when and if Subtenant's net worth reaches Five Million Dollars.
Sample 1
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NET WORTH STATEMENTS. The Stockholders shall deliver to Purchaser, no later than forty-five (45) days after each of December 31, 2001 and December 31, 2002, a letter (the "NET WORTH STATEMENT") from their accountant, Mahoney Cohen & Company CPA, P.C. (xx xxxxhxx xxcounting firm of at least comparable reputation), stating that the aggregate net worth (as determined in accordance with GAAP) of the Stockholders is at least U.S.$50 million, or, if less, the extent to which the aggregate net worth (as determined in accordance with GAAP) is less than U.S.$50 million (the "SHORTFALL"). If the Stockholders fail to deliver the Net Worth Statement within the time period set forth in this SECTION 7.7, the Shortfall shall be deemed to be U.S.$50 million. In the event that there is a Shortfall, the Stockholders shall deposit an amount equal to such Shortfall with a U.S. bank with at least U.S.$1 billion in assets as escrow agent. The Stockholders and Purchaser shall enter into an escrow agreement, governing the terms of such deposit, reasonably acceptable to each, which escrow agreement shall provide for release of all or part of the escrowed amount (i) to Purchaser in the event that Purchaser makes a successful claim for indemnification pursuant to SECTION 8 of this Agreement and (ii) to the extent not previously released to Purchaser, to the Stockholders (a) on the second anniversary of the Closing Date or (b) upon the pledge of capital stock contemplated by the terms of Annex A.
Sample 1
NET WORTH STATEMENTS. Annexed hereto as EXHIXXX X current net worth statements for each Lovito and which net worth statements are hereby certified by Lovito be accurate and complete in all respects
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NET WORTH STATEMENTS. Promptly after the execution of this Agreement, USC and DRS/MS shall prepare a mutually agreed upon balance sheet (the "Preliminary Balance Sheet") of USC in accordance with GAAP as of December 31, 1995, and, based on the Preliminary Balance Sheet, shall prepare a Pro Forma Statement of Net Worth of the Partnership as of December 31, 1995 (the "Preliminary Pro Forma Net Worth Statement"). The Preliminary Pro Forma Net Worth Statement shall reflect agreed-upon adjustments to the net worth of USC as reported in the Preliminary Balance Sheet and shall eliminate any assets or liabilities included in the USC Balance Sheet, other than the Transferred Assets and Assumed Liabilities, as herein defined. As soon as practicable after the Closing, and in any event no more than 60 days after the Closing Date, USC will prepare, and DRS/MS will internally review, a final statement of net worth of the Partnership as of the most recent date practicable prior to the Closing (the "Final Pro Forma Net Worth Statement"). All physical inventories in connection with the Final Pro Forma Net Worth Statement shall be taken as near as practicable to the Closing Date. The Final Pro Forma Net Worth Statements shall be prepared in a manner that is consistent with the preparation of the Preliminary Pro Forma Net Worth Statement. To the extent that the Final Pro Forma Net Worth Statements reflects that Assumed Liabilities are greater than Transferred Assets (a "deficit"), then for each dollar of such deficit, the Partnership shall have the option of either reducing on a dollar-for-dollar basis the Assumed Liabilities, or reducing any monetary payments, whether or not then due, to the Shareholders [and/or USC] on a present value basis, or choosing any combination of such two options so as to eliminate such deficit.
Sample 1

Related to NET WORTH STATEMENTS

  • Year-End Statements As soon as available and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst &Young LLP or any other independent certified public accountants of recognized national standing, whose certificate shall be unqualified and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the Borrower shall deliver a report, certified by the chief financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the Administrative Agent, setting forth the Net Operating Income for each Property for such fiscal year.

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Production Report and Lease Operating Statements Within 60 days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrower and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

  • Interim Statements As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower’s balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Earning Statements The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the XXXXX system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

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