Acquisition Compliance Certificate Sample Clauses

Acquisition Compliance Certificate. The Borrower provides to the Agent, not later than 5 days after the Acquisition Closing Date, a certificate in the form of EXHIBIT 6.21.2(D) certifying compliance with Section 6.21.1 and Section 6.21.2 hereof, and further certifying that (a) the Acquisition has been consummated, (b) the representations and warranties of the Sellers were true and correct as of the Acquisition Closing Date and (c) any material consent, authorization, order or approval of any Person required in connection with the transactions contemplated by the Acquisition Agreement has been obtained and is in full force and effect.
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Acquisition Compliance Certificate. The Borrower provides to the Agent, not later than 5 days after the Acquisition Closing Date, a certificate in the form of EXHIBIT 6.21.1(F) certifying compliance with this Section 6.21.1.
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Acquisition Compliance Certificate evidencing such compliance; and
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Acquisition Compliance Certificate. With respect to any borrowing of Loans the proceeds of which shall be used by the Borrower or any of its Subsidiaries to make a Preapproved Acquisition or Permitted Purchase, the Agent shall have received a certificate which sets forth in reasonable detail a calculation of the Leverage Ratio of the Borrower and its Subsidiaries as at the date of such Loan.
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Acquisition Compliance Certificate. This certificate is delivered pursuant to Section 8.2.6 of that certain Credit Agreement dated as of May 2, 2011 (the “Credit Agreement”) by and among X.X. XXXXXX COMPANY, a Pennsylvania corporation (the “Company”), the other Borrowers now or hereafter party thereto, the Guarantors now or hereafter party thereto, the Lenders party thereto (the “Lenders”), and PNC Bank, National Association as Administrative Agent for the Lenders (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement are used herein with the same meanings. The undersigned officer, ______________________, the ___________ [Chief executive officer, president, chief or deputy chief financial officer, treasurer or assistant treasurer] of the Company, in such capacity does hereby certify on behalf of the Company after giving pro forma effect to the Permitted Acquisition which is the basis for this Certificate, as follows: Description of Proposed Permitted Acquisition
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Acquisition Compliance Certificate. The Borrower provides to ---------------------------------- the Agent, not later than 5 days after the Acquisition Closing Date, a certificate in the form of Exhibit 6.21.1(f) certifying compliance with ----------------- this Section 6.21.1.
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Acquisition Compliance Certificate. An Acquisition Compliance Certificate in accordance with Section 7.2.5 of the Credit Agreement which shall be computed in accordance with the terms of the Credit Agreement as amended by this Fifth Amendment and using rolling four quarters tests through and including the most recent quarter for which the applicable financial statements are available, provided that if the Acquisition Closing Date occurs (i) on or after August 15, 2000 but within the third quarter of 2000 such Certificate shall be computed using rolling four quarters test through and including June 30, 2000, and (ii) in any quarter (the "Acquisition Closing Quarter") ending after September 30, 2000 , such Compliance Certificate shall be computed using rolling four quarters test (A) through and including the last day of the immediately preceding fiscal quarter if the Acquisition Closing Date occurs more than 45 days after the commencement of the Acquisition Closing Quarter, and (B) through and including the last day of the second preceding fiscal quarter if the Acquisition Closing Date occurs within the first 45 days of the Acquisition Closing Quarter.
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Acquisition Compliance Certificate. The Administrative Agent shall have received a duly completed Acquisition Compliance Certificate as of the Second Amendment Closing Date and signed by an Authorized Officer of the Borrower (which certificate shall include, solely with respect to the Acquisition Compliance Certificate delivered as of the Second Amendment Closing Date, a detailed calculation of the Net Senior Secured Leverage Ratio as of such date).
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Acquisition Compliance Certificate. In accordance with the provisions of Section 7.2.6 of the Term Loan Credit Agreement dated as of March 30, 2023, as amended, restated and otherwise modified through the date hereof (the “Credit Agreement”), by and among Xxxxxxxxxx Corporation (the “Company”), Glatfelter Luxembourg S.A. R.L. (the “Borrower”), Alter Domus (US) LLC, as Administrative Agent (the “Administrative Agent”), and the other parties thereto from time to time, I, _____________, the _________________________ and authorized officer of the Company, on behalf of the Borrower, do hereby certify (not in such officer’s individual capacity) to the Administrative Agent and Lenders as follows:
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Related to Acquisition Compliance Certificate

  • TO COMPLIANCE CERTIFICATE This Attachment No. 1 is attached to and made a part of a Compliance Certificate dated as of ____________, ____ and pertains to the period from ____________, ____ to ____________, ____. Subsection references herein relate to subsections of the Credit Agreement.

  • Compliance Certificate (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

  • TAX COMPLIANCE CERTIFICATE (For Foreign Lenders Relying on the Portfolio Interest Exemption For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.

  • Exhibit B (Compliance Certificate) The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Schedule 1 attached hereto.

  • Annual Compliance Certificate Within one hundred and twenty (120) days after December 31, 2021 and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).

  • Covenant Compliance Certificate The Borrower shall, contemporaneously with the furnishing of the financial statements pursuant to Section 8.8, deliver to the Bank a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by an appropriate officer of the Borrower, containing a computation of each of the financial covenants set forth in Section 10 and stating that the Borrower has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such Event of Default or Unmatured Event of Default describing it and the steps, if any, being taken to cure it.

  • Form of Compliance Certificate For the fiscal quarter ended , 20 . I, , [Title] of SILICON LABORATORIES INC. (the “Borrower”) hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of July 31, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”; all of the defined terms in the Credit Agreement are incorporated herein by reference) among the Borrower, the Guarantors, the Lenders and Wxxxx Fargo Bank, National Association (successor to Bank of America, N.A., the original administrative agent), as the Administrative Agent: The company-prepared financial statements which accompany this certificate are true and correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis, except as otherwise expressly noted therein, subject to the absence of footnotes and to normal year-end audit adjustments. As of the date hereof, no Default or Event of Default has occurred and is continuing under the Credit Agreement. (select one): ¨ Attached hereto are such supplements to Schedules 6.13 (Subsidiaries), 6.20(a) (Locations of Real Property), 6.20(b) (Locations of Tangible Personal Property), 6.20(c) (Location of Chief Executive Office, Taxpayer Identification Number, Etc.), and 6.20(d) (Changes in Legal Name, State of Formation and Structure) of the Credit Agreement, such that, as supplemented, such Schedules are accurate and complete as of the date hereof. ¨ No such supplements are required at this time. Delivered herewith are (i) detailed calculations demonstrating compliance by the Loan Parties with the financial covenants contained in Section 8.11 of the Credit Agreement as of the end of the fiscal period referred to above and (ii) detailed calculations demonstrating the Consolidated Leverage Ratio as of the end of the fiscal period referred to above to determine the Applicable Rate. This day of , 20 . SILICON LABORATORIES INC. By: Name: Title: Attachment to Officer’s Certificate Computation of Financial Covenants

  • Compliance Certificates and Opinions, etc (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

  • No Default/Compliance Certificate Together with the financial statements required pursuant to subsections (a) and (b) above, a certificate of the president, chief financial officer or principal accounting officer of Borrower (i) to the effect that, based upon a review of the activities of the Consolidated Companies and such financial statements during the period covered thereby, there exists no Event of Default and no Default under this Agreement, or if there exists an Event of Default or a Default hereunder, specifying the nature thereof and the proposed response thereto, and (ii) demonstrating in reasonable detail compliance as at the end of such fiscal year or such fiscal quarter with Section 7.8 and Sections 8.1 through 8.4. In addition, along with said Compliance Certificate, the Borrower will furnish a quarterly report of all Funded Debt, in form reasonably acceptable to the Lender.

  • 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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