Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.
Compliance Certificate means a certificate substantially in the form of Exhibit D.
Officer’s Compliance Certificate means a certificate of the chief financial officer or the treasurer of the Borrower substantially in the form attached as Exhibit F.
Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).
Pro Forma Compliance means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.
U.S. Tax Compliance Certificate has the meaning specified in Section 3.01(e)(ii)(B)(III).
Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.
Final Acceptance Certificate “– shall mean ISR's issuance of a signed Final Acceptance Certificate in the form attached hereto as Appendix D.
Borrowing Base Certificate means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent in its sole discretion.
business acquisition report means a completed Form 51-102F4 Business Acquisition Report;
Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Pricing Certificate means an Officer’s Certificate of Company certifying the Consolidated Leverage Ratio as at the last day of any Fiscal Quarter and setting forth the calculation of such Consolidated Leverage Ratio in reasonable detail.
Financial Officer Certification means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of the Borrower that such financial statements fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.
Closing Date Statement has the meaning set forth in Section 2.06(b).
Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.