Financial Compliance. Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the "Financial Compliance Information"), reasonably requested by Company for purposes of permitting Company and its parent company, HEI, to comply with the requirements (initial and on-going) of (i) the accounting principles of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 810, Consolidation ("FASB ASC 810"), (ii) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX 404"), and (iii) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810 and SOX 404, issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other Governmental Authorities. In addition, if required by Company in order to meet its compliance obligations, Seller shall allow Company or its independent auditor to audit, to the extent reasonably required, Seller's financial records, including its system of internal controls over financial reporting; provided, however, that Company shall be responsible for all costs associated with the foregoing, including but not limited to Seller's reasonable internal costs. Company shall limit access to such Financial Compliance Information to persons involved with such compliance matters and restrict persons involved in Company's monitoring, dispatch or scheduling of Seller and/or Facility, or the administration of this Agreement, from having access to such Financial Compliance Information (unless approved in writing in advance by Seller).
Financial Compliance. A. The School shall comply with all state financial and budget rules, regulations, and financial reporting requirements with which the District is required to comply, including but not limited to:
Financial Compliance. A. The Network shall comply with all state financial and budget rules, regulations, and financial reporting requirements with which the District is required to comply, including but not limited to:
Financial Compliance. Kalaeloa shall provide or cause to be provided to HECO on a timely basis, as reasonably determined by HECO, all information, including but not limited to information that may be obtained in any audit referred to below (the “Information”), reasonably requested by HECO for purposes of permitting HECO and HEI to comply with the requirements of (a) Interpretation No. 46 (revised December 2003) of the FASB, Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (“FIN No. 46R”), (b) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (c) all clarifications, interpretations and revisions of and regulations implementing FIN No. 46R and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Tax Force or other governing agency. In addition, if required by HECO in order to meet its compliance obligations, Kalaeloa shall allow HECO or its independent auditor to audit, to the extent as is reasonably required, Kalaeloa’s financial records, including its system of internal controls over financial reporting; provided that HECO shall be responsible for all costs associated with the foregoing, including but not limited to Kalaeloa’s reasonable internal costs. HECO shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in HECO’s monitoring, dispatch or scheduling of Kalaeloa and/or the Facility, or the administration of the Power Purchase Agreement, from having access to such Information, and persons reviewing such Information shall not participate in negotiations of amendments, modifications or clarifications of the Power Purchase Agreement (unless such participation is approved, in writing in advance, by Kalaeloa). HECO shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 23.20. HECO may share the Information on a confidential basis with HEI and the independent auditors and attorneys for HECO and HEI. (HECO, HEI and their respective independent auditors and attorneys are collectively referred to in this Section 23.20 as “Recipient.”) If either of HEI or HECO, in the exercise of their respective reasonable judgments, concludes that consolidation or financial reporting with respect to Kalaeloa and/or this Power Purchase Agreement is necessary, HEI and HECO each shall have the right to disclose such of the Information as HEI or HECO, as applicable, reasonably...
Financial Compliance. 11.1 All Parties to this Agreement shall abide by all applicable national and international laws and regulations related to financial sanctions, anti-money laundering, and counter- terrorism financing for the purposes of long-term cooperation, mutual development, mutual goodwill, and financial compliance. The party making payments hereunder and its subsidiaries, directors, or senior management, or to the best of its knowledge, its Related Companies, agencies, employees, or employees of its subsidiaries (1) are not subjects or objects of financial sanctions, (2) are not held or controlled by subjects or objects of financial sanctions, and (3) did not involve in activities that may violate laws and regulations of anti-money laundering and counter-terrorism financing. The capital provided hereunder by the party making payments is not from or related to a sanction target, nor is it linked with any illegal activities. The party making payments shall not directly or indirectly use such capital in supporting any business or activity of a sanction target. If a party violates the aforementioned clauses, and as a result, the non-breaching party is punished or sanctioned by the relevant authority, the breaching party shall hold harmless and indemnify the non-breaching party from any financial losses arising from the negative impacts on the market, or any penalties, or compensations. The non-breaching party also has the right to terminate this Agreement.
Financial Compliance. Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the "Information"), reasonably requested by Company for purposes of permitting Company and HEI to comply with the requirements (initial and on-going) of (i) identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 810, Consolidation ("FASB ASC 810"),
Financial Compliance. 12.1 Both Parties shall comply with any and all applicable domestic and international laws and regulations on economic sanctions, anti-money laundering and counter-terrorism financing.
Financial Compliance. Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the "Financial Compliance Information"), reasonably requested by Company for purposes of permitting Company and its parent company, HEI, to comply with the requirements (initial and on-going) of (i) the accounting principles of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")810, Consolidation ("FASB ASC 810"), (ii) FASB ASC 842, Leases, (iii) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX 404"), and (iv) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, SOX 404, and FASB ASC 842 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other Governmental Authorities. In addition, if required by Company in order to meet its compliance obligations, Seller shall allow Company or its independent auditor to audit, to the extent reasonably required, Seller's financial records, including its system of internal controls over financial reporting; provided, however, that Company shall be responsible for all costs associated with the foregoing, including but not limited to Seller's reasonable internal costs. Company shall limit access to such Financial Compliance Information to persons involved with such compliance matters and restrict persons involved in Company's monitoring, dispatch or scheduling of Seller and/or Facility, or the administration of this Agreement, from having access to such Financial Compliance Information (unless approved in writing in advance by Seller).
Financial Compliance. The financial statements of the Consolidated Group referenced in Section 3.4(a) and evidence that as at December 31, 2018 determined on a consolidated basis in accordance with GAAP on a pro forma basis to give effect to the Indebtedness repaid and the Indebtedness incurred on the Effective Date (i) the Leverage Ratio of the Consolidated Group shall not be greater than 6.0 to 1.0, (ii) the Consolidated Tangible Net Worth of the Consolidated Group shall not be less than $47,500,000 and (iii) the Consolidated Working Capital of the Consolidated Group shall not be less than $110,000,000. The Borrower shall also deliver a certificate signed by a Responsible Officer certifying to and showing the calculations of Consolidated Group’s compliance with the requirements of this Section 4.1(h).
Financial Compliance. 1. If Company reasonably believes the provisions of this Section 7.G apply to the CBRE Facility, Company shall notify Subscriber Organization in writing and Subscriber Organization shall provide or cause to be provided to Company on a timely basis, all information, including but not limited to information that may be obtained in any audit referred to below (the "Financial Compliance Information"), reasonably requested by Company for purposes of permitting Company and its parent company, Hawaiian Electric Industries, Inc. (“HEI”) to comply with the requirements (initial and on-going) of (i) the accounting principles of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 810, Consolidation ("FASB ASC 810"), (ii) FASB ASC 842 Leases (“FASB ASC 842”), (iii) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX 404") and (iv) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810, FASB ASC 842, and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other Governmental Authorities. In addition, if required by Company in order to meet its compliance obligations, Subscriber Organization shall allow Company or its independent auditor to audit, to the extent reasonably required, Subscriber Organization's financial records, including its system of internal controls over financial reporting; provided, however, that Company shall be responsible for all costs associated with the foregoing, including but not limited to Subscriber Organization's reasonable internal costs. Company shall limit access to such Financial Compliance Information to Company and HEI personnel involved with such compliance matters and restrict any Company or HEI personnel involved in Company's monitoring, dispatch or scheduling of the Subscriber Organization and/or the CBRE Facility, the administration of this Contract, or in developing potential CBRE projects, from having access to such Financial Compliance Information (unless approved in writing in advance by Subscriber Organization).
