Financial Condition of Purchaser Sample Clauses

Financial Condition of Purchaser. Guarantor represents and warrants to Guarantied Party that Guarantor is currently informed of the financial condition of Purchaser and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Guaranteed Obligations. Guarantor further represents and warrants to Guarantied Party that Guarantor has read and understands the terms and conditions of the Subordinated Note. Guarantor hereby covenants that Guarantor will continue to keep informed of Purchaser's financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.
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Financial Condition of Purchaser. Purchaser has been, is and shall be solvent prior to and after giving effect to the transactions contemplated by this Agreement. The Purchaser has the cash available or has existing borrowing facilities in effect which together are sufficient to enable it to pay the Purchase Price at the Completion and to consummate the transactions contemplated by this Agreement and the other Transaction Documents.
Sample 1
Financial Condition of Purchaser. Purchaser has delivered to Seller true and complete copies of the Seller’s income tax returns, filed by Seller for the taxable years ending December 31, 2003, December 31, 2004 and December 31, 2005 (the "Tax Returns"), and audited financial statements for the Seller’s fiscal years ending December 31, 2004, and December 31, 2005 which financial statements were prepared in accordance with generally accepted accounting principles throughout the periods involved (the " Financial Statements"). The Tax Returns and each of the foregoing Financial Statements (including in all cases the notes thereto, if any), is accurate and complete, is consistent with the books and records of the Purchaser (which, in turn, are accurate and complete in all respects) and presents fairly in all material respects the financial condition, results of operations and cash flows of the Purchaser in accordance with GAAP consistently applied throughout the periods covered thereby. Except as set forth Schedule 5(d), all accounts receivable of Purchaser (A) are bona fide receivables incurred in the ordinary course of business, (B) are properly reflected on the books and records of the Purchaser in accordance with GAAP and (C) are not subject to any counterclaim, or a claim for a chargeback, deduction, credit, set-off or other offset, other than as reflected by the reserve for bad debts. No Person has any Lien on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by Purchaser with respect to any accounts receivable other than in the ordinary course of business. Subsequent to December 31, 2005 Purchaser has not engaged in any transaction(s) outside the ordinary course of business, including, without limitation, the declaration and payment of any dividends, or the payment of any bonuses to shareholder employees over and above base annual salaries or in excess of bonus amounts payable under any written bonus arrangement entered into or for the benefit of any employee prior to December 31, 2005, with the exception of the financing transaction with Liberty Financial, the terms of which have been disclosed to Seller.
Sample 1
Financial Condition of Purchaser. The Sellers shall be reasonably satisfied with respect to the financial condition of Purchaser and Purchaser’s ability to fully perform under the terms and provisions of the Notes, and the value of the Avatar Common Stock to be delivered to the Sellers at the time of Closing.
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Financial Condition of Purchaser. Following the consummation of the transactions contemplated by this Agreement, Purchaser will have sufficient capital and property remaining to conduct its business and to fulfill its obligations to Seller hereunder including any obligations under the Related Agreements.
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Financial Condition of Purchaser. On or before each Sale Date, Purchaser shall, if requested by Seller, have provided to Seller information reasonably satisfactory to Seller to evidence that the financial condition of Purchaser is adequate to support the performance by Purchaser on a timely basis of Purchaser’s payment obligations hereunder and under the Subservicing Agreement (to the extent the Seller is the subservicer thereunder).
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Related to Financial Condition of Purchaser

  • Financial Condition of Company Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor's assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

  • Financial Condition There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

  • Financial Conditions Section 4.01. (a) The Recipient shall maintain or cause to be maintained a financial management system, including records and accounts, and prepare financial statements in a format acceptable to the Bank, adequate to reflect the operations, resources and expenditures in respect of the Project and each Sub-project (including its cost and the benefits to be derived from it).

  • Solvent Financial Condition Each of Borrower and its Subsidiaries is now and, after giving effect to the Loans to be made hereunder, at all times will be, Solvent.

  • Financial Condition of the Borrower The Loans may be made to the Borrower without notice to or authorization from any Guarantor regardless of the financial or other condition of the Borrower at the time of such grant. Each Guarantor has adequate means to obtain information from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.

  • Special Condition With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

  • Financial Condition of Borrower Any Credit Extension may be made to Borrower or continued from time to time without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower. Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Beneficiary.

  • SPECIAL CONDITIONS A submitted appeal must;

  • Investigation of Financial Condition Without in any manner reducing or otherwise mitigating the representations contained herein, Company shall have the opportunity to meet with Buyer's accountants and attorneys to discuss the financial condition of Buyer. Buyer shall make available to Company all books and records of Buyer.

  • Mutual Conditions Precedent The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions, any of which may be waived by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:

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