ACCOUNTING CERTIFICATES Sample Clauses

ACCOUNTING CERTIFICATES. Concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accountants reporting on such financial statements stating that, in making the examination necessary therefor, no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;
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ACCOUNTING CERTIFICATES. In addition, Parent shall cause the Principal Executive Officer and Principal Accounting Officer, in each case immediately prior to the Closing Date, to provide to Parent certificates duly executed by such officers in substantially the form required by (a) Item 601(b)(31) of Regulation S-K promulgated by the SEC and (b) Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (collectively, “Accounting Certificates”). The Accounting Certificates shall specifically state that the officers of Parent required to make certifications pursuant to Item 601(b)(31) of Regulation S-K promulgated by the SEC or Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 may rely upon such Accounting Certificates. Parent shall cause such officers to provide such Accounting Certificates with respect to all financial statements of Parent for any period ending on or before December 31, 2007 which are included in any SEC filing made by Parent on or after January 1, 2008. Each such officer shall provide a separate Accounting Certificate for each SEC filing in which covered financial statements are included, which Accounting Certificate shall be dated no earlier than ten (10) days prior to the due date of the SEC filing.
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ACCOUNTING CERTIFICATES. The Purchaser shall have received a ----------------------- certificate, dated the Closing Date, of the Corporation's chief financial officer in the form of Exhibit 7.6 hereto as to the accuracy of all of the Corporation financial statements delivered hereunder, which certificate shall contain a statement by the Corporation's independent auditors that each such year-end financial statement was incorporated, without change, into the respective year-end audited financial statements of the Corporation.
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ACCOUNTING CERTIFICATES. This Certificate is delivered pursuant to the requirements of Section 7.6 of that certain Stock Purchase Agreement (the "Agreement") dated as of 8th day of August, 2004, by and between CHARY'S HOLDING COMPANY, INC., a Delaware corporation located at 0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxx Xxxxxxx 00000 (the "Purchaser"), XXXXX X. XXX, XX. who resides at 0000 Xxxx Xxxx Lane, Atlanta, Georgia 30328 (the "Seller"), and PERSONAL RESOURCES OF GEORGIA INC., a Georgia corporations (the "Corporation"). The undersigned is the President of the Corporation and I hereby certify that i) all of the Corporation's financial statements delivered to Purchaser pursuant to the Agreement, copies of which are attached hereto, were prepared under my supervision and are area true and correct in all material respects to the best on my knowledge; and ii) attached is a statement by the Corporation's independent auditors that each such year-end financial statement was incorporated, without change, into the respective year-end audited financial statements of the Corporation. /s/ Xxxxx X. Xxx, Xx. --------------------- Xxxxx X. Xxx, Xx. Date: August 8, 2004 EXHIBIT 7.8 SECRETARY CERTIFICATE This Certificate is delivered pursuant to the requirements of Section 7.8 of that certain Stock Purchase Agreement (the "Agreement") dated as of the 8th day of August, 2004, by and between CHARYS HOLDING COMPANY, INC., a Delaware corporation located at 0000 Xxxxxxxxx Xxxxxx Xxxx, Xxxxx X-000, Xxxxxxx Xxxxxxx 00000 (the "Purchaser"), Xxxxx X. Xxx, Xx. who resides at 0000 Xxxx Xxxx Lane, Atlanta, Georgia 30328 (the "Seller"), and PERSONNEL RESOURCES OF GEORGIA INC., a Georgia corporation (the "Corporation"). The undersigned is the Asst. Secretary of the Corporation and I hereby certify that i) the charter and bylaws of the Corporation; and ii) the resolutions adopted by the directors and stockholders of the Corporation in connection with the Agreement, copies of which are attached were prepared under my supervision and are area true and correct; and ii) the following are the officers and directors of the Corporation: PRESIDENT Xxxxx X. Xxx, Xx. VICE PRESIDENT Xxx Xxxxxxxxxx VICE PRESIDENT Xxxxxxx Xxxxxxx TREASURER Xxxxx X. Xxx, Xx. SECRETARY Xxxxxxx Xxxxxxx ASST SECRETARY Xxx Xxxxxxxxxx DIRECTOR Xxxxx X. Xxx, Xx. /s/ Xxx Xxxxxxxxxx ------------------ XXX XXXXXXXXXX ASST. SECRETARY Date: 8/12/04 -------------
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ACCOUNTING CERTIFICATES. 92 SECTION 16.16. Agreements of General Partner and Parent.92
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ACCOUNTING CERTIFICATES. At least one week prior to the Closing and from time to time during the 80-day period following the Closing, Transferor shall provide to Transferee, at Transferee's expense, such certifications from Transferor's Accountants as Transferee may reasonably require in order to meet Transferee's financial reporting obligations under Federal securities laws. This Section 16.15 shall survive the Closing. SECTION 16.16.
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ACCOUNTING CERTIFICATES. Purchaser shall have received a ------------------------ certificate, dated the Closing Date, of the Company's chief financial officer in the form of Exhibit 7.1 hereto attesting that the Company's financial statements for the fiscal years ending October 31st, 2002, 2003, 2004 and the period ending August 31, 2005 are accurate in all material respects.
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Related to ACCOUNTING CERTIFICATES

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Financial Statements, Reports, Certificates Borrower shall deliver the following to Lenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.

  • Financial Statements, Certificates and Information The Borrower will deliver to each of the Banks:

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Tax Clearance Certificates If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

  • Officer Certificates Any certificate signed by an officer of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters set forth therein.

  • Compliance Certificates The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an officer’s certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe any such Event of Default and its status.

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