OLYMPIC FINANCIAL LTD Sample Clauses

OLYMPIC FINANCIAL LTD. By: The Compensation Committee of its Board of Directors By: /s/Xxxxx X. Xxxxx ---------------------------- Xxxxx X. Xxxxx Its Chairman Xxxxxx and Accepted as of the date first above written. /s/ Xxxxxx Xxxxxx ---------------------------- Xxxxxx Xxxxxx JDA:mrs
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OLYMPIC FINANCIAL LTD. By /s/ Xxxx X. Xxxxxx ----------------------- Xxxx X. Xxxxxx Executive Vice President and Chief Financial Officer Attest: /s/ Xxxxx X. Xxxxxxxx III -------------------------------- Xxxxx X. Xxxxxxxx III Senior Vice President, Corporate Counsel and Secretary NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By /s/ Xxxx Xxxxxxxxx --------------------------- Name: Xxxx Xxxxxxxxx Title: Corporate Trust Officer
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OLYMPIC FINANCIAL LTD. In its individual capacity and as Servicer and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION Backup Servicer TABLE OF CONTENTS Page INTRODUCTION 1
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OLYMPIC FINANCIAL LTD. The undersigned hereby irrevocably elects to exercise __________________ represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------- Dated: , 199_ __________________________________ Signature Signature Guaranteed: Signature must be guaranteed by a commercial bank or trust company, broker, dealer, or other eligible institution which is a member in good standing of a medallion guaranty program approved by the Securities Transfer Association, Inc. Form of Reverse Side of Rights Certificate (continued) Certification ------------- The undersigned hereby certifies by checking the appropriate boxes that:
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OLYMPIC FINANCIAL LTD. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of __________, 1997 Trust Indenture Act Section Indenture Section ----------- -----------------
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OLYMPIC FINANCIAL LTD. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of March 12, 1997 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture ------------- --------- Section ------- 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 812 (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 812 (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (a)(5) . . . . . . . . . . . . . . . . . . . . . . . . . 812 (b) . . . . . . . . . . . . . . . . . . . . . . . . . 809; 812 (c) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . 813 (b) . . . . . . . . . . . . . . . . . . . . . . . . . 813 (c) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . 806 (b) . . . . . . . . . . . . . . . . . . . . . . . . . 109 (c) . . . . . . . . . . . . . . . . . . . . . . . . . 109 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . 807 (b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 807 (c) . . . . . . . . . . . . . . . . . . . . . . . . . 807 (d) . . . . . . . . . . . . . . . . . . . . . . . . . 807 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . 504 (b) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 104 (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . 104 (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (d) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (e) . . . . . . . . . . . . . . . . . . . . . . . . . 104 (f) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. 315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . 801 (b) . . . . . . . . . . . . . . . . . . . . . . . . . 805 (c) . . . . . . . . . . . . . . . . . . . . . . . . . 801 (d) . . . . . . . . . . . . . . . . . . . . . . . . . 801 (e) . . . . . . . . . . . . . . . . . . . . . . . . . 711 316 (a) (last sentence) . . . . . . . . . . . . . . . . . 101 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . 705 (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . 704 (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . N.A. (b) . . . . . . . . . . . . . . . . . . . . . . . . . 707 (c) . . . . . . . . . . . . . . . . . . . . . . . . . 106 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . 708 (a...
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OLYMPIC FINANCIAL LTD. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of __________, 1997 CROSS-REFERENCE TABLE* TRUST INDENTURE ACT Section INDENTURE SECTION ----------- ----------------- 310(a)(1) ......................................... 812 (a)(2) ......................................... 812 (a)(3) ......................................... N.A. (a)(4) ......................................... N.A. (a)(5) ......................................... 812 (b) ......................................... 809; 812 (c) ......................................... N.A. 311(a) ......................................... 813 (b) ......................................... 813 (c) ......................................... N.A. 312(a) ......................................... 806 (b) ......................................... 109 (c) ......................................... 109 313(a) ......................................... 807 (b)(1) ......................................... N.A. (b)(2) ......................................... 807 (c) ......................................... 807 (d) ......................................... 807 314(a) ......................................... 504 (b) ......................................... N.A. (c)(1) ......................................... 104 (c)(2) ......................................... 104 (c)(3) ......................................... N.A. (d) ......................................... N.A. (e) ......................................... 104 (f) ......................................... N.A. 315(a) ......................................... 801 (b) ......................................... 805 (c) ......................................... 801 (d) ......................................... 801 (e) ......................................... 711 316(a)(last sentence) ........................... 101 (a)(1)(A) ................................. 705 (a)(1)(B) ................................. 704 (a)(2) ................................. N.A. (b) ................................. 707 (c) ................................. 106 317(a)(1) ................................. 708 (a)(2) ................................. 709 (b) ................................. 503 318(a) ................................. 1301 (b) ................................. N.A. (c) ................................. 1301
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OLYMPIC FINANCIAL LTD. By: --------------------------- -------------------------------- Name: Title: EXHIBIT A UNDERTAKING AGREEMENT This UNDERTAKING AGREEMENT, is made on ___________, 19__, between OLYMPIC FINANCIAL LTD., a Minnesota corporation (the "Company"), or its successor or assignee in the event of a change of control of the Company, and ____________ ("Indemnitee"), an officer and/or member of the Board of Directors of the Company.
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Related to OLYMPIC FINANCIAL LTD

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings and any of its Subsidiaries taken as a whole.

  • Annual Financial Statement As soon as available, and in any event within ninety (90) days after and as of the close of each fiscal year of Borrower, a consolidated report of audit of Company, all in reasonable detail, audited by an independent certified public accountant selected by Borrower and reasonably acceptable to Bank, in accordance with generally accepted accounting principles on a basis consistently maintained by Borrower and certified by an appropriate officer of Borrower;

  • Annual Financials As soon as available and in any event no later than one (1) Business Day after the Borrower files its annual report on Form 10-K with the United States Securities and Exchange Commission, but in no event later than 105 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries on a Consolidated basis, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a Compliance Certificate showing the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

  • Original Financial Statements (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

  • Business Financial Statements The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Initial Financial Statements Borrower has heretofore delivered to Lender copies of the Initial Financial Statements which are complete and correct in all material respects. The Initial Financial Statements fairly present Borrower’s combined financial position at the respective dates thereof and the combined results of operations and combined cash flows for the periods then ended. Since the date of the Initial Financial Statements no Material Adverse Change has occurred, except as reflected in Section 5.6 of the Disclosure Schedule. All Initial Financial Statements were prepared in accordance with GAAP.

  • Company SEC Documents; Financial Statements (i) The Company and each of its Subsidiaries has filed all reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company and its Subsidiaries since January 1, 2013 (the “Company SEC Documents”). As of their respective dates of filing, or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective effective dates, or if amended or superseded prior to the date of this Agreement, then as of the date of such later filing, (A) each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Company SEC Document that is a registration statement, as amended, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading. There are no outstanding comments from, or unresolved issues raised by, the staff of the SEC with respect to the Company Filed SEC Documents. No enforcement action has been initiated against the Company relating to disclosures contained in or omitted from any Company Filed SEC Document.

  • Additional Financial Statements Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23

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