Opening Compliance Certificate Sample Clauses

Opening Compliance Certificate. Receipt by the Administrative Agent of a Compliance Certificate as of the Closing Date signed by a Responsible Officer of the Borrower and including (i) pro forma calculations for the current fiscal quarter based on the amounts set forth in the unaudited financial statements for the fiscal quarter ending June 30, 2011 and taking into account any Extension of Credit made or requested hereunder as of such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant to clause (e) of this Section 4.01).
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Opening Compliance Certificate. Receipt by the Administrative Agent of a Compliance Certificate as of the Closing Date signed by a Responsible Officer of the Parent and including (i) pro forma calculations for the current fiscal quarter based on the amounts set forth in the Audited Financial Statements and taking into account any Extension of Credit made or requested hereunder as of such date and (ii) pro forma calculations of all financial covenants contained herein for each of the following four (4) fiscal quarters (based on the projections set forth in the materials delivered pursuant to clause (h) of this Section 4.01).
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Opening Compliance Certificate. Receipt by the Administrative Agent of a Compliance Certificate as of the Closing Date signed by a Responsible Officer of the Parent Borrower or the REIT Guarantor and including pro forma calculations of all financial covenants contained herein for the fiscal quarter ending December 31, 2012 based on the amounts set forth in the most recent financial statements delivered to the Administrative Agent pursuant to this Agreement and taking into account the initial public offering of the REIT Guarantor common stock and any Extension of Credit made or requested hereunder as of such date.
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Opening Compliance Certificate. Receipt by the Administrative Agent of Compliance Certificates as of the calendar month ending immediately prior to the Closing Date, which shall, respectively, show covenant compliance information prior to and, if applicable, after giving pro forma effect to any Borrowings requested as of the Closing Date and shall each be substantially in the form of Exhibit D and certified by a Responsible Officer of the Borrower to be true and correct as of the Closing Date; provided, that (i) with respect to the Compliance Certificate showing calculations prior to giving pro forma effect to the requested Closing Date Borrowings, the Indebtedness of the Borrower under the Prior Credit Agreement and existing as of the date of the information provided in such Compliance Certificate shall be included in the calculations set forth in such Compliance Certificate and (ii) the Compliance Certificate giving pro forma effect to the Borrowings as of the Closing Date shall show the amount of the Indebtedness incurred and the resultant cash held by the Borrower as a result of such Borrowings and shall not include Indebtedness related to the Prior Credit Agreement.
Sample 1
Opening Compliance Certificate. Receipt by the Administrative Agent of Compliance Certificates as of December 31, 2002, which shall, respectively, show covenant compliance information prior to and after giving pro forma effect to any Borrowings requested as of the Closing Date and shall each be substantially in the form of Exhibit D and certified by a Responsible Officer of the Borrower to be true and correct as of the Closing Date; provided, that (i) with respect to the Compliance Certificate showing calculations prior to giving pro forma effect to the Closing Date Borrowings, the Indebtedness of the Borrower under that certain secured line of credit extended by Bank of America to Borrower pursuant to that certain Amended and Restated Revolving Credit Agreement dated as of May 7, 2002 (which Indebtedness shall be fully repaid, satisfied and terminated as of the date hereof) and existing as of the date of the information provided in such Compliance Certificate shall be included in the calculations set forth in such Compliance Certificate and (ii) the Compliance Certificate giving pro forma effect to the Borrowings as of the Closing Date shall show the amount of the Indebtedness incurred and the resultant cash held by the Borrower as a result of such Borrowings and shall not include Indebtedness related to the credit facility referenced in subclause (i) above.
Sample 1
Opening Compliance Certificate. Receipt by the Agent of a Compliance Certificate (certified by a Responsible Officer of the Borrower) dated as of the Closing Date and showing compliance information as of the Closing Date after giving pro forma effect to any Borrowing requested as of the Closing Date.
Sample 1

Related to Opening Compliance Certificate

  • 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • Monthly Compliance Certificate Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request;

  • Compliance Certification From time to time the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under the 1940 Act.

  • 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

  • Quarterly Compliance Certificate Within forty five (45) days after the last day of each fiscal quarter and together with the quarterly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such fiscal quarter, the Loan Parties were in full compliance with all of the terms and conditions of this Agreement, and, if applicable, setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Agent may reasonably request (including at the direction of Required Lenders).

  • 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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