Common use of Accountants' Certification Clause in Contracts

Accountants' Certification. Together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b), a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (ii) stating whether, in connection with their audit, any condition or event that constitutes a Potential Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Default or Event of Default that would not be disclosed in the course of their audit), and (iii) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(i) is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 2 contracts

Samples: Credit Agreement (Trammell Crow Co), Credit Agreement (Trammell Crow Co)

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Accountants' Certification. Together together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b)subdivision (iv) above, a written statement by the independent certified public accountants giving the report thereon (ia) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (iib) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential an Event of Default or an Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Potential Event of Default that would not be disclosed in the course of their audit)audit examination, and (iiic) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(isubdivision (v) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(iiclause (b) of subdivision (v) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 2 contracts

Samples: Security Agreement (FTD Group, Inc.), Credit Agreement (FTD Group, Inc.)

Accountants' Certification. Together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section SECTION 5.1(b), a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (ii) stating whether, in connection with their audit, any condition or event that constitutes a Potential Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (provided that PROVIDED THAT such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Default or Event of Default that would not be disclosed in the course of their audit), and (iii) stating that based on their audit nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section SECTION 5.1(c)(i) is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section SECTION 5.1(c)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 2 contracts

Samples: Credit Agreement (Trammell Crow Co), Credit Agreement (Trammell Crow Co)

Accountants' Certification. Together together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b)subdivision (iii) above, a written statement by the independent certified public accountants giving the report thereon (ia) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (iib) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential an Event of Default or an Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Potential Event of Default that would not be disclosed in the course of their audit)audit examination, and (iiic) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates certificate delivered therewith pursuant to Section 5.1(c)(isubdivision (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreementcorrect;

Appears in 1 contract

Samples: Credit Agreement (Grand Canal Shops Mall Construction LLC)

Accountants' Certification. Together together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b)clause (iii) above, a written statement by the independent certified public accountants giving the report thereon (ia) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (iib) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential an Event of Default or an Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Potential Event of Default that would not be disclosed in the course of their audit)audit examination, and (iiic) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(iclause (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(iiclause (iv)(b) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 1 contract

Samples: Credit Agreement (Las Vegas Sands Corp)

Accountants' Certification. Together together with each delivery of any consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b)subdivision (iii) above, a written statement by the independent certified public accountants giving the report thereon (ia) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (iib) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential an Event of Default or an Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Potential Event of Default that would not be disclosed in the course of their audit)audit examination, and (iiic) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(isubdivision (iii) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreementcorrect;

Appears in 1 contract

Samples: Credit Agreement (Las Vegas Sands Inc)

Accountants' Certification. Together together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b)paragraph (iii) above, a written statement by the independent certified public accountants giving the report thereon (ia) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (iib) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential an Event of Default or an Potential Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Potential Event of Default that would not be disclosed in the course of their audit)audit examination, and (iiic) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(iparagraph (iv) above is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(iiclause (b) of paragraph (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 1 contract

Samples: Credit Agreement (Fibernet Telecom Group Inc\)

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Accountants' Certification. Together together with each delivery of consolidated financial statements of the Consolidated Companies Company and its Subsidiaries pursuant to Section 5.1(b)subsection 5.1.B above, a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (ii) stating whether, in connection with their auditaudit examination, any condition or event that which constitutes a Potential an Event of Default or an Potential Event of Default has come to their attention andattention, and if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Potential Event of Default that would not be disclosed in the course of their audit)audit examination, and (iii) stating that based on their audit examination nothing has come to their attention that which causes them to believe either or both that the information contained in either or both of the certificates delivered therewith pursuant to Section 5.1(c)(i) subsection C above is not correct or that the matters set forth in the Compliance Certificates Certificate delivered therewith pursuant to Section 5.1(c)(iiclause (ii) of such subsection C above for the applicable Fiscal Year fiscal year are not stated in accordance with the terms of this Agreement;

Appears in 1 contract

Samples: Credit Agreement (Danaher Corp /De/)

Accountants' Certification. Together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(bsection 4.1(c), a written statement by the independent certified public accountants giving the report thereon (i) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting matters, (ii) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential Default or an Event of Default or Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Event of Default or Event of Default that would not be disclosed in the course of their audit)audit examination, and (iii) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(isection 4.1(d) is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(iisection 4.1(d)(ii) for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 1 contract

Samples: Term Loan and Security Agreement (Grand Canal Shops Mall Construction LLC)

Accountants' Certification. Together together with each delivery of consolidated financial statements of the Consolidated Companies pursuant to Section 5.1(b)subdivision (iii) above, a written statement by the independent certified public accountants giving the report thereon (ia) stating that their audit examination has included a review of the terms of this Agreement and the other Loan Documents as they relate to accounting mattersmatters (which statement may disclaim responsibility for legal interpretations), (iib) stating whether, in connection with their auditaudit examination, any condition or event that constitutes a Potential Default or an Event of Default has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof (thereof; provided that such accountants shall not be liable by reason of any failure to obtain knowledge of any such Potential Default or Event of Default that would not be disclosed in the course of their audit)audit examination, and (iiic) stating that based on their audit examination nothing has come to their attention that causes them to believe either or both that the information contained in the certificates delivered therewith pursuant to Section 5.1(c)(i) is not correct or that the matters set forth in the Compliance Certificates delivered therewith pursuant to Section 5.1(c)(iiclause (b) of subdivision (iv) above for the applicable Fiscal Year are not stated in accordance with the terms of this Agreement;

Appears in 1 contract

Samples: Credit Agreement (Maidenform Brands, Inc.)

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