Officers' and Compliance Certificates together with each delivery of financial statements of Lessee and its Subsidiaries pursuant to subdivisions (2) and (3) above after the Initial Borrowing Date, (a) an Officers' Certificate of Lessee stating that the signers have reviewed the terms of this Lease and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Lessee and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes a Default or Lease Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Lessee has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 7;
Officers' and Compliance Certificates together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of Company stating that the signer has reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7, in each case to the extent compliance with such restrictions is required to be tested during or at the end of the applicable accounting period;
Officers' and Compliance Certificates together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer's Certificate of Company stating that the signers do not have knowledge of the existence, as at the date of such Officer's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the covenants set forth in subsection 7.6 and with any specific dollar amounts specified in respect of any restrictions contained in any other provisions of Section 7; (c) in the event the identity of any of the Subsidiaries or Unrestricted Subsidiaries of Company has changed since the Closing Date (or, if applicable, since the date of the most recent Officer's Certificate delivered to Lenders in accordance with this clause (c)), an Officer's Certificate setting forth such change; (d) the amount of any Pro Forma Adjustment not previously set forth in any Pro Forma Adjustment Certificate or any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided and, in either case, in reasonable detail, the calculations and basis therefor, and (e) at the time of the delivery of the financial statements pursuant to subdivision (ii) above, the Available Amount as at the end of the Fiscal Year to which such statements relate;
Officers' and Compliance Certificates together with each delivery of financial statements of the Borrower and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of the Borrower stating that the signers have reviewed the terms of this Agreement and the Notes and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of the Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event which constitutes an Event of Default or Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and proposes to take with respect thereto; (b) a certificate (a "Compliance Certificate") in a form satisfactory to the Agent demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the provisions of Section 6 and (c) a performance to budget analysis for the Borrower and its Subsidiaries for and as of the end of such fiscal period and comparative figures for such fiscal period in the prior fiscal year;
Officers' and Compliance Certificates if the Merger Transaction is consummated, together with each delivery of financial statements pursuant to subsections 6.1(ii), 6.1(iii) and 6.1(iv) above and promptly following the completion of the audit examination of each Fiscal Year by WRP's and Borrower's independent certified public accountants, (a) an Officer's Certificate of Borrower stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of WRP, Borrower and their Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that Borrower and its Subsidiaries do not have knowledge of the existence as at the date of such Officer's Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the covenants contained in Section 7.6; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing financial information for WRP;
Officers' and Compliance Certificates together with each delivery of financial statements pursuant to Sections 5.1(ii) and 5.1(iii) above and promptly following the completion of the audit examination of each Fiscal Year by Borrower’s independent certified public accountants, (a) an Officer’s Certificate of Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that Borrower and its Subsidiaries do not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 6;
Officers' and Compliance Certificates. (a) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have actual knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivision (i) above, a Compliance Certificate demonstrating in reasonable detail compliance (X) during and at the end of the applicable accounting periods with the restrictions contained in subsections 7.1, 7.3(v) and 7.5 and (Y) at the end of the applicable accounting periods with the restrictions contained in subsection 7.6, and setting forth in reasonable detail the calculation of Consolidated EBITDA for the four Fiscal Quarter period ending on the date of the end of such accounting period and the Interest Coverage Ratio as of such date;
Officers' and Compliance Certificates together with each ------------------------------------- delivery of financial statements of ChipPAC and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officer's Certificate of ChipPAC stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of ChipPAC and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer did not have knowledge of the existence as at the date of such Officer's Certificate of any condition or event that constitutes a Default or Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action ChipPAC has taken, is taking and proposes to take with respect thereto; (b) a Compliance Certificate (which may be delivered after the applicable Fiscal Quarter or Fiscal Year end but prior to the date of delivery of such financial statements for purposes of determining the Applicable Leverage Ratio) demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7 (but only to the extent compliance with such restrictions is required to be tested at the end of the applicable accounting period); provided, that ChipPAC shall -------- deliver to Administrative Agent a Compliance Certificate and an Officer's Certificate upon and together with the delivery of a Pricing Certificate; and (c) if any portion of the proceeds of the Intel Preferred Stock or the HEI Unspent Amount was used during the preceding Fiscal Quarter, an Officer's Certificate of ChipPAC to such effect, showing the amount so used and the amount that may be used in subsequent periods;
Officers' and Compliance Certificates together with each delivery of financial statements pursuant to subdivisions (i) and (ii) above, (a) an Officer's Certificate of Company stating that the signers have reviewed the relevant terms of this Agreement and that no condition or event that constitutes an Event of Default or Potential Event of Default exists, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto and (b) a Compliance Certificate executed by the president, chief executive officer, treasurer, or chief financial officer of Company;
Officers' and Compliance Certificates. Together with each delivery of any financial statement pursuant to clauses (i) and (ii) of this Section 7.1(A), commencing with the first such delivery to occur after the Closing Date, (a) an Officer’s Certificate of the Company, substantially in the form of Exhibit G attached hereto and made a part hereof, stating that (x) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (y) the Company, the Company’s chief executive officer, and the Company’s chief financial officer are in compliance with all requirements of Section 302 and Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 and all rules and regulations related thereto (or such other officers as may be required from time to time thereunder), and (b) a compliance certificate, substantially in the form of Exhibit H attached hereto and made a part hereof, signed by the Company’s chief financial officer or treasurer, demonstrating compliance with the provisions of Sections 7.2(I) and 7.4 and identifying the Material Subsidiaries of the Company at such time, all in accordance with Agreement Accounting Principles, and, in the case of any compliance certificate delivered with the quarterly financial statements required by Section 7.1(A)(i) above, certifying that such financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated in accordance with generally accepted accounting principles as in effect at such time, subject to normal year-end audit adjustments and the absence of footnotes.
