Financial Condition of Seller. On or before the Sale Date, Seller shall have provided to Purchaser information reasonably satisfactory to Purchaser to evidence that the financial condition of Seller is adequate to support the performance by Seller on a timely basis of Seller's potential indemnification and other obligations hereunder.
Financial Condition of Seller. At the time of the Closing, there shall be no default, or an event which with the passage of time and/or the giving of notice would constitute an event of default, under any Seller agreement related to the lending of money or capitalized lease obligations. This transaction shall have been consented to, as required by Seller's lenders, and there shall be no acceleration of any debt, or a change in the terms of such debt, because of this transaction.
Financial Condition of Seller. Seller is able to pay and perform its obligations relating to the Business prior to the Closing as they mature.
Financial Condition of Seller. (a) Prior to the execution of this Agreement or prior to Closing, as specified below, copies of the following financial statements (together with any financial statements delivered pursuant to Section 5.3(l), the "FINANCIAL STATEMENTS") have been or shall be delivered to the Buyer:
Financial Condition of Seller. Seller has delivered to Purchaser 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 unaudited financial statements for the Seller’s fiscal years ending December 31, 2004, and December 31, 2005 which financial statements were prepared in accordance with sound accounting principles applied on a consistent basis throughout the periods involved (the "Unaudited Financial Statements"), which Unaudited Financial Statements will, subsequent to closing, be replaced by audited Financial Statements (the “Audited Financial Statements”). The Tax Returns and each of the foregoing Unaudited Financial Statements (including in all cases the notes thereto, if any), and each of the Audited Financial Statements when delivered, is accurate and complete, is consistent with the books and records of the Seller (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 Seller in accordance with GAAP consistently applied throughout the periods covered thereby. Except as set forth Schedule 4(f), all accounts receivable of the Seller (A) are bona fide receivables incurred in the ordinary course of business, (B) are properly reflected on the books and records of the Company 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 the Seller or the Company with respect to any accounts receivable other than in the ordinary course of business. Subsequent to December 31, 2005 neither the Seller nor the Company has 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.
Financial Condition of Seller. Seller has heretofore furnished to Buyer a copy of (1) consolidated balance sheet for the fiscal year ended as of December 31, 2006 and the related consolidated statements of income and retained earnings and of cash flows for the fiscal year then ended, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of a nationally recognized public accounting firm and (2) unaudited consolidated balance sheet for the quarterly fiscal period(s) ended March 31, 2007, June 30, 2007 and September 30, 2007 and the related unaudited consolidated statements of income and retained earnings and Seller’s cash flows for such quarterly fiscal period(s), setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of Seller and its Consolidated Subsidiaries and the consolidated results of its operations for the relevant time period, all in accordance with GAAP applied on a consistent basis. Since December 31, 2006 there has been no development or event nor any prospective development or event which has had or should reasonably be expected to have a Material Adverse Effect.
Financial Condition of Seller. Buyer has reviewed the Financial ----------------------------- Statements, has been informed by Seller and understands the deteriorating financial condition of the Zerand Division.
Financial Condition of Seller. Neither Seller, its parent, nor any of its subsidiaries is in bankruptcy, receivership or conservatorship. Seller has the requisite financial resources and ability to meet its obligations under this Agreement, including, but not limited to, any and all indemnification and/or repurchase obligations.
Financial Condition of Seller. Each Seller, after Closing as a result of the transactions contemplated by this Agreement, will have sufficient resources to either pay or settle in full its debts as they become due. Seller has no intention of filing a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or any portion of such Seller’s property and, to Seller’s knowledge, no other Person has filed or threatened to file such a petition against any Seller.
Financial Condition of Seller. (a) Copies of the following financial statements (the "FINANCIAL STATEMENTS") have heretofore been delivered to the Buyer:
