Closing Balance Sheet As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).
Balance Sheet “Balance Sheet” is defined in Section 3.6 of the Agreement.
No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).
Current Ratio The Borrower will not permit, as of the last day of any fiscal quarter, its ratio of (i) consolidated current assets (including the unused amount of the total Commitments, but excluding non-cash assets under FAS 133) to (ii) consolidated current liabilities (excluding non-cash obligations under FAS 133 and current maturities under this Agreement) to be less than 1.0 to 1.0.
Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.
Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.
BALANCE Balance of funds owed for the reservation is due 60 days prior to arrival date and may include a refundable damage deposit. The balance is due on _BalanceDueDate_. Payment of the balance may be made by traveler's checks or certified check or major credit card. Personal checks will be accepted upon approval but must be cleared by the due date. If funds are not credited by the due date then the reservation will be cancelled and no refund of the deposit will be made. DAMAGE DEPOSIT Damage deposit will be refunded so long as there is no damage within 7 -10 days of checkout pending inspection by cleaning firm or our inspectors. CANCELLATION POLICY In the event that you must cancel your reservation, please be aware that cancellations must be in writing and must occur at least 60 days prior to arrival date. If cancellation occurs 60 days or more prior to arrival date all monies will be refunded with the exception of a $250.00 administrative fee. GUESTS THAT DO NOT CANCEL MORE THAN 60 DAYS PRIOR TO THE CHECK IN DATE WILL BE CHARGED THE FULL RENTAL AMOUNT (INCLUDING ALL FEES). There will be no refund for early departure for any reason. It is highly recommended that Tenant purchases Trip Insurance, we provide multiple opportunities for Tenant to purchase Standard Trip Insurance and Cancel For Any Reason Insurance. Refunds are NOT given for inclement weather, hurricane evacuations (whether mandatory or otherwise), travel bans or restrictions, military deployments, restricted access to resort or barrier islands or the general municipality, earthquakes, road or airport closings or late arrivals, pandemics (whether declared or not) ("Events"). We strongly recommend that you purchase travel insurance and by proceeding with the reservation without buying insurance you specifically acknowledge that this is a rental home and it is not a hotel and that further you agree to pay all rental amounts due in the event of such an Event occurring. HAZARDOUS PRACTICES No barbeque grills of any kind are permitted on balconies or in the unit. No open flames (i.e., candle burning) are permitted on balconies or in the unit. Do not dismantle smoke detectors as they are there for your protection. Use the overhead stove fan when cooking to avoid accidental, activation of smoke detector alarm. The guest will be charged a $200 repair and inspection fee for tampering with or deactivating a smoke alarm. ABSOLUTELY NO PETS Unless the rented property is advertised as pet friendly and Tenant contacted the Agent about a pet in advance of the arrival date, then absolutely no pets are allowed. If evidence of a pet(s) is found in the unit or on the premises, then Tenant and all guests will be asked to vacate immediately with no refund of rent or damage deposit. Pets on the property subject the Tenant to a $500 fine (pre-approved service dogs are excepted). If the property is advertised as pet friendly then the following provisions apply: We allow one small/medium sized DOG up to 40 lbs each for free subject to the medical and damage provisions of this agreement. Additional DOGS may be allowed in Agent's sole discretion, there is a $75 dog fee for each additional dog allowed including all dogs over 40 lbs. All pets must be up to date on rabies and other vaccinations. (documentation from an accredited veterinarian must be provided by Guest upon request). All pets must be treated with a flea and tick repellent three days prior to arrival. Guests are responsible for cleaning up all pet waste and disposing of it in a proper trash bin Pets must not be allowed on to furniture or in bedrooms at any time Pets must not make excessive noise Pets must be crated when left in the property and must not be left un-attended for any undue length of time Guest must observe all local rules, regulations and ordinances regarding pets at all time Agent reserves the right to not permit any dog at any time The guest will be charged a $200 clean up fee for the removal of any dog waste in the home or the yard. If your dog/s cause any damage, or the property requires additional cleaning the guest will be charged the cost of any repairs or clean up. If a security deposit has been paid it will be deducted. If there is no security deposit then the guest authorizes their credit card to be charged directly for the repair or clean up cost. Homeowner and Agent assume no responsibility for any illness or injury that may occur to pets or humans while on the premises. Prohibited Breeds of Dogs include any mix of: - Akita; - Boxer; - Bull Terrier; - Bullmastiff; - Chow Chow; - Doberman Pinscher; - German Shepherd; - Giant Schnauzer - Mastiff; - Ovtcharka; - Presa Canario; - Pit Bull; - Rhodesian Ridgeback; - Rottweiler; - Neapolitan Mastiff;
Subordinate Certificate Loss Coverage; Limited Guaranty (a) Subject to subsection (c) below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination Date, the Master Servicer shall determine whether it or any Sub-Servicer will be entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances or Sub-Servicer Advances previously made, (which will not be Advances or Sub-Servicer Advances that were made with respect to delinquencies which were subsequently determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the amount of any Advances or Sub-Servicer Advances reimbursed pursuant to Section 4.02(a), to the extent such Advances or Sub-Servicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan, and shall distribute the same to the Class B Certificateholders in the same manner as if such amount were to be distributed pursuant to Section 4.02(a).
Capitalization, Etc (a) The authorized capital stock of the Company consists of: (i) 200,000,000 shares of Company Common Stock, of which 48,268,495 shares had been issued and were outstanding as of the close of business on July 29, 2013; and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares have been issued or are outstanding. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable.
