(A) Seller’s Adjusted Tangible Net Worth is greater than or equal to $170,000,000; (B) Seller’s unrestricted cash is greater than or equal to $20,000,000; (C) the ratio of Seller’s Total Indebtedness, to Adjusted Tangible Net Worth is less than 10:1; and (D) Seller’s consolidated Net Income was equal to or greater than $1.00 for at least one (1) of the previous two (2) calendar quarters.