Closing Date Compliance Certificate. Each of the Banks shall have received a Compliance Certificate, dated the Closing Date, in form and substance satisfactory to the Banks, evidencing the Borrowers’ compliance with §10.1 hereto.
Closing Date Compliance Certificate. A completed compliance certificate on the Bank’s standard form, demonstrating that as of the date of this Agreement, the Borrower is in compliance with all of the financial covenants required under this Agreement.
Closing Date Compliance Certificate. The Administrative Agent shall have received a Compliance Certificate from the CFO, dated as of the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying that the Borrowers are in pro forma compliance as of the Interim Balance Sheet Date with each of the financial covenants set forth in §8.
Closing Date Compliance Certificate. FINOVA shall have received a Compliance Certificate from the Chief Financial Officer of Borrower showing Borrower's compliance with each of the financial covenants set forth in Section 6.1.13 of this Agreement, as of the Closing Date.
Closing Date Compliance Certificate. Borrower shall have delivered to Administrative Agent and Lenders a Compliance Certificate in accordance with Section 6.1(iii) prepared on a pro forma basis to give effect to the transactions occurring on the Closing Date.
Closing Date Compliance Certificate. The Company shall have delivered a Compliance Certificate dated as of the Closing Date which demonstrates that the Borrowers are in compliance with its financial covenants as of the Closing Date (measuring Consolidated Adjusted EBITDA and other income and expense items through December 31, 2005 and measuring Indebtedness as of the Closing Date after giving effect to the Loans made and Letters of Credit issued on such date).
Closing Date Compliance Certificate. The Administrative Agent shall have received a duly completed and executed compliance certificate in form and substance reasonably satisfactory to the Administrative Agent evidencing (and attaching applicable calculations) that, after giving pro forma effect to the Credit Extensions on the Closing Date and the use of proceeds thereof, the Veda Acquisition and all other Debt to be incurred in connection with consummation of the Veda Acquisition, the Leverage Ratio is not greater than 3.50 to 1.00.
Closing Date Compliance Certificate. There shall have been delivered to the Agent for the benefit of each Bank a Compliance Certificate dated as of the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of Res-Care certifying that after giving effect to the Loans to be made and the Letters of Credit to be issued on the Closing Date: (1) the Loan Parties are in compliance with the Borrowing Base (including a detailed calculation of pro-forma compliance with the Leverage Ratio, with Consolidated Cash Flow from Operations determined for the twelve months ended December 31, 2000 and Total Funded Debt determined as of the Closing Date), and (2) based upon the balance sheet and income statement of the Borrowers as of December 31, 2000, setting forth compliance on a pro-forma basis with the financial covenants set forth in Sections 8.2.15, 8.2.16 and 8.2.17, and there shall be attached thereto a detailed summary of accounts receivable net of allowances for doubtful accounts of the Borrowers and -57- 66 their Subsidiaries as of January 31,2001, all in form and substance satisfactory to the Agent and the Banks.
Closing Date Compliance Certificate. A Compliance Certificate, dated as of the Closing Date, based on the consolidated financial statements of Borrower and its Subsidiaries as of December 31, 2003 after giving pro forma effect to the Restatement.
Closing Date Compliance Certificate. The Borrower shall have delivered to the Administrative Agent for the benefit of the Banks a Compliance Certificate prepared as of the Closing Date in substantially the -76- form of Exhibit 8.3.3 duly completed and certified by the Chief Executive Officer, President, Chief Financial Officer, or Treasurer of the Borrower. Such Compliance Certificate shall demonstrate compliance as of the Closing Date with all financial covenants contained in Section 8.2 hereof and shall also show (i) the Total Leverage Ratio does not exceed 3.90 to 1.0 (excluding any Letters of Credit issued to Mellon Bank, N.A. as beneficiary, to support letters of credit issued by Mellon Bank, N.A. under the Existing Credit Agreement which have not yet been surrendered by the applicable beneficiaries, and any Letters of Credit issued by Mellon Bank, N.A. under the Existing Credit Agreement); (ii) the Senior Leverage Ratio does not exceed 1.50 to 1.0 (excluding any Letters of Credit issued to Mellon Bank, N.A. as beneficiary, to support letters of credit issued by Mellon Bank, N.A. under the Existing Credit Agreement which have not yet been surrendered by the applicable beneficiaries, and any letters of credit issued by Mellon Bank, N.A. under the Existing Credit Agreement); and (iii) the Consolidated EBITDA for the most recent twelve month period, after giving effect to the transactions contemplated by this Agreement, is at least $78,000,000.
