Financial Certificates Clause Samples
The Financial Certificates clause establishes the requirement for one party to provide formal documentation verifying its financial status or compliance with certain financial obligations. Typically, this involves submitting certificates or statements from accountants or financial institutions that confirm the party’s solvency, creditworthiness, or fulfillment of payment terms. By mandating these certificates, the clause ensures transparency and builds trust between parties, reducing the risk of financial default or misrepresentation.
Financial Certificates. If the stock of Subtenant is not traded on a national United States stock exchange, then Subtenant shall, upon written request from Sublandlord (but not more frequently than once during any calendar year) submit to Sublandlord either a certified copy of Subtenant’s most recently prepared financial statements, prepared in accordance with U.S. generally accepted accounting principles, or a certified statement setting forth Subtenant’s Net Worth signed by an officer of Subtenant. Sublandlord shall keep confidential all financial statements, certificates and information that Subtenant furnished to Sublandlord pursuant to this section, except to the extent (i) such financial statements, certificates and information is available to the general public, (ii) Subtenant is required to disclose such financial statements, certificates and information in order to comply with Applicable Laws, and (iii) Sublandlord discloses the same to its lender and prospective lenders, to prospective purchasers of Sublandlord’s interest in the Project, and to Landlord and its lenders, prospective lenders and prospective purchasers.
Financial Certificates. Concurrently with the delivery of the financial statements referred to in Section 3.2(k)(i) and (ii) of the Master Trust Agreement, TMM shall deliver to the Trustee and each Series 2002-A Certificateholder a duly completed compliance certificate, based on EXHIBIT D attached hereto, signed by the chief financial officer, treasurer, comptroller or other executive officer of TMM with the authority to execute such certificates on behalf of TMM.
Financial Certificates. (a) If the stock of Tenant or Tenant’s parent company is not traded on a national United States stock exchange, then Tenant shall, upon written request from Landlord (but not more frequently than once during any calendar year) submit to Landlord either a certified copy of Tenant’s most recently prepared financial statements, prepared in accordance with U.S. generally accepted accounting principles, or a certified statement setting forth Tenant’s Net Worth signed by an officer of Tenant.
(b) Landlord shall keep all financial statements, certificates and information of Tenant confidential and, except as may be required by law, shall not disclose the same without Tenant’s consent; provided, Landlord may disclose the same to ▇▇▇▇▇▇▇▇’s lender and prospective lenders and prospective purchasers of the Premises who enter into a non-disclosure agreement, in a form reasonably acceptable to Tenant, that prohibits the disclosure thereof. The provisions of this Section 26.07(b) shall survive the termination of this Lease.
Financial Certificates. The Administrative Agent shall have received the following certificates, in each case signed by a Responsible Officer of the Borrower and in form, substance and detail acceptable to the Managing Agents:
(i) A certificate indicating that after giving effect to the transactions contemplated to occur on (A) the Initial Closing Date and (B) the Second Closing Date, PRO FORMA EBITDA for the Borrower and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending immediately prior to the Initial Closing Date and the Second Closing Date, respectively, is at least $115,000,000;
(ii) A certificate indicating that after giving effect to the transactions contemplated to occur (A) on the Initial Closing Date and (B) on the Second Closing Date, PRO FORMA Funded Debt (excluding the aggregate Redemption Value of all outstanding Modesto Station Purchase Preferred Stock) for the Borrower and its Subsidiaries on a consolidated basis will not exceed $600,000,000 on and as of the Initial Closing Date and the Second Closing Date, respectively;
(iii) A certificate indicating that the Financial Statements accurately reflect the financial condition and performance of the Borrower and its Subsidiaries for fiscal year 1995 in accordance with GAAP consistently applied;
(iv) A certificate setting forth actual EBITDA of the Borrower and each of its Subsidiaries for fiscal year 1995, and further certifying that such actual EBITDA for fiscal year 1995 is accurately calculated; and
(v) A Covenant Compliance Certificate showing compliance with the covenants referred to therein, on a PRO FORMA basis, as of the Initial Closing Date and the Second Closing Date, respectively, and assuming that the acquisition of the Modesto Station has been consummated in accordance with the terms of the Modesto Station Purchase Agreement.
Financial Certificates. The Administrative Agent shall have received the following certificates, in each case signed by a Responsible Officer of the Borrower and in form, substance and detail acceptable to the Arrangers:
(i) A certificate indicating that after giving effect to the transactions contemplated to occur on the Closing Date (and assuming borrowing of (i) the entire Aggregate Commitment on such date and (ii) the entire Aggregate Commitment under the Existing Credit Agreement on such date), PRO FORMA Funded Debt (excluding the aggregate Redemption Value of all outstanding Modesto Station Purchase Preferred Stock) for the Borrower and its Subsidiaries on a consolidated basis will not exceed $600,000,000 on and as of the Closing Date;
(ii) A certificate indicating that the Financial Statements accurately reflect the financial condition and performance of the Borrower and its Subsidiaries (i) for fiscal year 1999 and (ii) the fiscal quarter ended June 30, 2000, in each case in accordance with GAAP consistently applied; and
(iii) A Covenant Compliance Certificate showing compliance with the covenants referred to therein, on a PRO FORMA basis, as of the Closing Date (based on EBITDA as of June 30, 2000 and assuming borrowing of the entire Aggregate Commitment on the Closing Date).
Financial Certificates. The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower and in form, substance and detail acceptable to the Administrative Agent indicating that the Financial Statements accurately reflect the financial condition and performance of the Borrower and its Subsidiaries (i) for fiscal year ending December 31, 2000 and (ii) the fiscal quarter ended March 31, 2001 in each case in accordance with GAAP consistently applied.