ACCOUNTING CERTIFICATES Clause Samples

ACCOUNTING CERTIFICATES. Concurrently with the delivery of the financial statements referred to in Section 6.1(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;
View SourceView Similar (5)
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.
View SourceView Similar (3)
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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇-▇▇▇▇▇ 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.
View SourceView Similar (2)
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;
View SourceView Similar (2)
ACCOUNTING CERTIFICATES. 92 SECTION 16.16. Agreements of General Partner and Parent.92
View Source
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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Purchaser"), ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. who resides at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. --------------------- ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Purchaser"), ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. who resides at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. VICE PRESIDENT ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ VICE PRESIDENT ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TREASURER ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. SECRETARY ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASST SECRETARY ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ DIRECTOR ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ------------------ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ASST. SECRETARY Date: 8/12/04 -------------
View Source
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.
View Source
ACCOUNTING CERTIFICATES. Concurrently with the delivery of the financial statements referred to in Section 4.14(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 Event of Default, or event which with the giving of notice or lapse of time or both would be an Event of Default, except as specified in such certificate;
View Source
ACCOUNTING CERTIFICATES. Concurrently with the delivery of thefinancial 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;
View Source

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 Until such time as Borrower shall have become a publicly reporting company under the Exchange Act, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (a) as soon as available, but in any event within thirty (30) days after the end of each month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, controller or chief financial officer (each, 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 commencing with Borrowers’ fiscal year 2010, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Agent; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year and (d) such other financial information as the Lenders may reasonably request from time to time. In addition, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000).

  • Financial Statements, Certificates and Information (a) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2021, the audited Consolidated balance sheet of the Borrower at the end of such year, and the related audited Consolidated statements of income, changes in capital and cash flows for such year, each setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, and accompanied by an auditor’s report prepared without qualification as to the scope of the audit by a "Big Four" accounting firm or another nationally recognized firm acceptable to the Agent (the foregoing with respect to the Borrower may be satisfied by delivery of the Form 10-K of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Ks or Proxy Statements which may be incorporated by reference within the filings then being delivered to Agent be deemed delivered to Agent nor shall any such information contained in any such prior filings be deemed delivered to Agent), and any other information the Agent may reasonably request to complete a financial analysis of the Borrower and its Subsidiaries; (b) as soon as practicable, but in any event not later than forty-five (45) days after the end of each fiscal quarter (including the fourth quarter) of the Borrower, copies of the unaudited Consolidated balance sheet of the Borrower as at the end of such quarter, and the related unaudited Consolidated statements of income and cash flows for the portion of the Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP (the foregoing with respect to the Borrower and its Subsidiaries for the first three quarters of any fiscal year may be satisfied by delivery of the Form 10-Q of the Borrower filed with the SEC; provided, however, that in no event shall any reference to any prior 10-Qs or Proxy Statements which may be incorporated by reference within the filings then being delivered to Lender be deemed delivered to Lender nor shall any such information contained in any such prior filings be deemed delivered to Lender), together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such financial statements fairly presents the financial position of the Borrower and its Subsidiaries on the date thereof (subject to year-end adjustments); (c) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer of the Borrower or its Vice President – Finance in the form of Exhibit F hereto (or in such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in Section 9.1 and the other covenants described in such certificate, including, without limitation, a listing of each Unencumbered Property, and (if applicable) setting forth reconciliations to reflect material changes in GAAP since the Effective Date. All income, expense and value associated with Real Estate or other Investments disposed of or added during any quarter will be eliminated from or added to, as the case may be, such calculations, where applicable. The Compliance Certificate shall be accompanied by a copy of the statement of the Unencumbered Property Net Operating Income for such fiscal quarter for the Unencumbered Properties as a group, and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the chief financial officer of the Borrower or its Vice President – Finance that the information contained in such statement fairly presents the Unencumbered Property Net Operating Income of the Unencumbered Properties for such period; (d) contemporaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent liabilities involving amounts of $1,000,000.00 or more of the Borrower and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature, reports or proxy statements sent to the shareholders of the Borrower; (f) promptly after a Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (g) promptly upon the filing hereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent); (h) upon reasonable request by the Agent, evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Unencumbered Properties; (i) not later than November 15 of each year, the Consolidated cash flow projections of the Borrower for the next three years; (j) from time to time such other financial data and information in the possession of the Borrower or its Subsidiaries (including without limitation auditors’ management letters, status of litigation or investigations against the Borrower or its Subsidiaries and any settlement discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting the Borrower or its Subsidiaries) as the Agent may reasonably request. Information concerning such litigation or settlement discussions shall not include attorney-client privileged communications, but shall otherwise include information which may be confidential or subject to a work-product privilege so that the Agent and the Lenders receive the same level of disclosure from the Borrower with respect to such matters as has been made prior to the Effective Date; and (k) promptly upon their becoming available, copies of all registration statements, filings, and regular periodic reports, if any, that Borrower shall have filed with the Commission (or any Governmental Authority substituted therefor) or any national securities exchange, including each Form 8-K, Form 10-K and Form 10-Q filed with the Commission. Notwithstanding anything to the contrary in this Section 8.1 or in Section 8.2, any Form 10-K, Form 10-Q, Form 8-K, registration statement or other information described in this Section 8.1 or in Section 8.2 shall be deemed delivered to the Agent and the Lenders if such Form 10-K, Form 10-Q, Form 8-K, registration statement or other information is filed or furnished by the Borrower with the SEC. If any such information is not filed or furnished by the Borrower with the SEC, such information shall be deemed delivered to the Agent upon the Agent's receipt of such information from the Borrower (which information may be in electronic form provided that such electronic form is reasonably acceptable to the Agent). The Agent shall distribute any such non-SEC filed or furnished information to the other Lenders, and may do so by electronic form including by posting such information on an electronic platform (a “Platform”) (including, without limitation, Syndtrak Online, IntraLinks or such other electronic platforms as the Agent may elect from time to time). Any Platform shall be provided on an "as is" and "as available" basis, and the Agent makes no express or implied warranty regarding such Platform or the accuracy or completeness of any information posted thereto or contained thereon and the Agent shall have no liability of any nature whatsoever to any Lender, Borrower or other Person (whether sounding in tort, contract or otherwise) with respect to such Platform or any such information (including any information referred to in Section 8.2 below), except to the extent such liability results from the gross negligence or willful misconduct of the Agent as determined by a court of competent jurisdiction in a final and nonappealable judgment.

  • 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.