Seller’s Financial Condition. No petition has been filed by Seller, nor has Seller received written notice of any petition filed against Seller under the Federal Bankruptcy Code or any similar Laws.
Seller’s Financial Condition. Seller has not (i) made an assignment for the benefit of creditors, (ii) filed a petition in bankruptcy, (iii) been adjudicated insolvent or bankrupt, (iv) petitioned a court for the appointment of any receiver of or trustee for it or any substantial part of its property, (v) commenced any proceeding relating to Seller under any reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect. There shall not have been commenced and be pending against Seller any proceeding of the nature described in the first sentence of this Section 5.6. No order for relief shall have been entered with respect to Seller under the Federal Bankruptcy Code.
Seller’s Financial Condition. No insolvency proceedings of any ---------------------------- character, including, without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting the Assets are pending, or to Seller's knowledge, threatened, and Seller has made no assignment for the benefit of creditors, nor taken any action with a view to, or which would constitute a basis for, the institution of any such insolvency proceedings.
Seller’s Financial Condition. A. Upon Buyer’s request, Seller shall permit Buyer and its representatives to review Seller’s books and records concerning Seller’s overall financial condition and continued ability to perform under this Agreement and agrees to provide Buyer with full and complete access to all such books and records for such purpose. Buyer will protect all financial information so disclosed by Seller by using the same degree of care, but no less than a reasonable degree of care, to prevent the dissemination to third parties or publication of the financial information as Xxxxx uses to protect its own confidential information of a like nature. Seller represents and warrants to Buyer that all financial information concerning Seller provided to Buyer will be true and accurate, will fairly represents Seller’s financial condition, and will be prepared in accordance with generally accepted accounting principles, uniformly and consistently applied.
Seller’s Financial Condition. No insolvency proceedings of ---------------------------- any character, including, without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or of any of its respective assets or properties are pending, or to the best of Seller's knowledge, threatened, and Seller has made no assignment for the benefit of creditors, nor taken any action with a view to, or which would constitute a basis for, the institution of any such insolvency proceedings. Seller shall use the proceeds received under this agreement to pay or to make appropriate provision for the payment of any and all creditors of Seller prior to making any material distribution to its shareholders, except as required to pay taxes.
Seller’s Financial Condition. Guarantor assumes all responsibility for being and keeping itself informed of Seller’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that Guarantor assumes and incurs hereunder, and agrees that Buyer shall have no duty to advise Guarantor of information known to it regarding such circumstances or risks.
Seller’s Financial Condition. No petition has been filed by or against Seller or its partners under the Federal Bankruptcy Code or any similar state or federal Law, whether now or hereafter existing;
Seller’s Financial Condition. As of the Effective Date, Seller shall have a working capital ratio of not less than .69 and a net working capital deficit (current assets, including inventory, receivables and cash, less current liabilities) of not less than $(65,000) exclusive of the current portion of long-term debt (the "Working Capital Requirement"). If Seller's working capital as of the Effective Date is less than the Working Capital Requirement (unless such deficiency is the result of extraordinary changes or expenses received by the Seller with the consent of the Buyer), the purchase price to be paid by Buyer to Seller for the Assets set forth in Section 3 hereof shall be reduced on a dollar-for-dollar basis. The purchase price adjustment shall be effected through a Holdback Escrow Agreement provided for in Section 3.3 of this Agreement.
Seller’s Financial Condition. Except as reflected in the Balance Sheet dated December 31, 2015, since the execution of the Lease, Seller has not (i) incurred any new indebtedness for money borrowed; or (ii) sold, exchanged or otherwise disposed of any of its assets or rights.
Seller’s Financial Condition. Except as stated in Seller's ---------------------------- Disclosure Letter, no insolvency proceedings of any character, including, without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting Seller or any of its respective assets or properties are pending, or threatened, and Seller has made no assignment for the benefit of creditors, fraudulent conveyances, preferences, or transfers, nor has the Seller taken any action with a view to, or which would constitute a basis for, the institution of any such insolvency proceedings. Seller shall use the proceeds received under this agreement to pay, satisfy, or discharge, or to make appropriate provision for the payment of any and all creditors of Seller prior to making any distribution to its shareholders or managers or members.
