Common use of Certificate of Independent Public Accountants Clause in Contracts

Certificate of Independent Public Accountants. At such times as the statements referred to in Subsection (b) of this Section 6.5 are furnished, the Company shall also furnish a certificate of the independent public accountant whose certificate or opinion accompanies such statements stating that nothing has come to his attention which would cause him to believe that any condition, event or fact exists which would constitute, or which with notice or passage of time or both would constitute, a violation which has not previously been disclosed by a prior certificate of the principal financial officer or controller, or their equivalent, of any of the then applicable covenants of the Company contained herein or in the Certificate of Designation; provided, however, that if any such violation exists, such certificate shall specify the nature and period of existence of such violation; and provided, further, that such certificate may state that tests of the accounting records and other auditing procedures conducted with respect to the Company might, but would not necessarily, reveal that such violations exist or that no violations exist. The Company covenants that, upon obtaining knowledge of any such violation, it will promptly deliver a certificate of its principal financial officer or controller, or their equivalent, specifying the nature thereof, the period of existence thereof, and what action the Company proposes to take with respect thereto.

Appears in 2 contracts

Samples: Securities Restriction Agreement (Park N View Inc), Securities Restriction Agreement (Park N View Inc)

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Certificate of Independent Public Accountants. At such times as the statements referred to in Subsection subsection (b) of this Section 6.5 7.3 are furnished, the Company shall also furnish a certificate of the independent public accountant whose certificate or opinion accompanies such statements stating that nothing has come to his attention which would cause him to believe that any condition, event or fact exists which would constitute, or which with notice or passage of time or both would constitute, a violation which has not previously been disclosed by a prior certificate of the principal financial officer or controller, or their equivalent, of any of the then applicable covenants of the Company contained herein or in the Certificate of Designation; provided, however, that if any such violation exists, such certificate shall specify the nature and period of existence of such violation; and provided, further, that such certificate may state that tests of the accounting records and other auditing procedures conducted with respect to the Company might, but would not necessarily, reveal that such violations exist or that no violations exist. The Company covenants that, upon obtaining knowledge of any such violation, it will promptly deliver a certificate of its principal financial officer or controller, or their equivalent, specifying the nature thereof, the period of existence thereof, and what action the Company proposes to take with respect thereto.

Appears in 1 contract

Samples: Securities Restriction Agreement (Park N View Inc)

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Certificate of Independent Public Accountants. At such times as the statements referred to in Subsection (bSection 8(f)(iv) of this Section 6.5 are furnished, the Company shall also furnish a certificate of the independent public accountant whose certificate or opinion accompanies such statements stating that nothing has come to his attention which would cause him to believe that any condition, event or fact exists which would constituteconstitute or which, or which with notice or passage of time or both would constitute, a violation which has not previously been disclosed by a prior certificate of the principal financial officer or controller, or their equivalent, of any of the then applicable covenants of the Company contained herein or in the Certificate of Designationherein; provided, however, that if any such violation exists, such certificate shall specify the nature and period of existence of such violation; and provided, further, that such certificate may state that tests of the accounting records and other auditing procedures conducted with respect to the Company and its Subsidiaries might, but would not necessarily, reveal that such violations exist or that no violations exist. The Company covenants that, upon obtaining knowledge of any such violation, it will promptly deliver a certificate of its principal financial officer or controller, or their equivalent, specifying the nature thereof, the period of existence thereof, and what action the Company proposes to take with respect thereto.

Appears in 1 contract

Samples: Stockholders' Agreement (Americhoice Corp)

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