Calculation Certificate Sample Clauses

Calculation Certificate. (a) At least 15 Business Days prior to each Repayment Date, the Owner shall deliver a duly completed Calculation Certificate to the Facility Agent signed by two of its authorised signatories on its behalf: (i) setting out the Debt Service Cover Ratio for the most recent Calculation Period; and (ii) certifying no Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding or, if a Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event is outstanding, specifying the Default, Mandatory Prepayment Event or Potential Mandatory Prepayment Event outstanding and the steps, if any, being taken to remedy it. (b) Within seven Business Days of receiving a Calculation Certificate, the Facility Agent must notify the Owner whether it agrees with the Debt Service Cover Ratio calculation set out in that Calculation Certificate, otherwise the Facility Agent will be deemed to have accepted such Debt Service Cover Ratio calculation. (c) If the Facility Agent does not agree with the Debt Service Cover Ratio calculation set out in a Calculation Certificate, the Facility Agent and the Owner shall consult, in good faith, to agree the Debt Service Cover Ratio calculation as soon as possible. If the Debt Service Cover Ratio is not agreed within ten Business Days of notification by the Facility Agent under paragraph (b) above, the matter will be referred to the Owner’s auditor whose written determination, addressed to the Facility Agent and the Owner, shall (except in the case of manifest error) be final and binding.
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Calculation Certificate. The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.7(b), a certificate signed by a Financial Officer of Holdings setting forth in reasonable detail the calculation of the amount of such prepayment.
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Calculation Certificate. The Administrative Agent shall have received the certificate of a Responsible Officer (as described in the definition of Applicable Asset Sale Percentage) setting forth in reasonable detail the calculations and assumptions used in determining the Applicable Asset Sale Percentage after giving effect to the Stella Sale.
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Calculation Certificate. The Administrative Agent shall have received a certificate from an Authorized Representative of the Borrower calculating the Interest Coverage Ratio for the immediately preceding four Fiscal Quarters and the Corporate Debt to Corporate Capital Ratio as of March 31, 2006.
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Calculation Certificate. The calculations of the respective Base Consideration Exchange Ratios (Closing Series C Exchange Ratio, Closing Series B Exchange Ratio, Closing Series A Exchange Ratio and Closing Common Stock Exchange Ratio), including the related calculations of Total Fully Diluted Target Shares, Expense Adjustment Amount, Base Consideration Merger Shares, Closing Escrow Shares (including the portions thereof that constitute Primary Escrow Shares and Secondary Shares) and the like, shall be set forth in a Schedule 1.6(a), in the form attached hereto, to be finalized and executed by Acquiror, Target and the Stockholder Representative at or
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Calculation Certificate. ANI shall have received the executed Schedule 2.01 detailing the calculation of the Exchange Ratio, and such Schedule 2.01 shall be in form and substance acceptable to ANI.
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Related to Calculation Certificate

  • Termination Certificate Upon termination of this Agreement, the Parties hereto shall execute an appropriate certificate of termination in recordable form (a “Termination Certificate”), which shall be recorded in the official records of Los Angeles County.

  • Completion Certificate (i) Upon completion of all Works forming part of the Project Highway, and the Authority’s Engineer determining the Tests to be successful and after the receipt of notarized true copies of the certificate(s) of insurance, copies of insurance policies and premium payment receipts in respect of the insurance defined in Article 20 and Schedule P of this Agreement, it shall, at the request of the Contractor forthwith issue to the Contractor and the Authority a certificate substantially in the form set forth in Schedule-L (the “Completion Certificate”). (ii) Upon receiving the Completion Certificate, the Contractor shall remove its equipment, materials, debris and temporary works from the Site within a period of 30 (thirty) days thereof, failing which the Authority may remove or cause to be removed, such equipment, materials, debris and temporary works and recover from the Contractor an amount equal to 120% (one hundred and twenty per cent) of the actual cost of removal incurred by the Authority. (iii) Without prejudice to the obligations of the Contractor specified in Articles 14 and 17, the property and ownership of all the completed Works forming part of the Project Highway shall vest in the Authority.

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Perfection Certificate The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

  • TERMINATION CERTIFICATION Upon separation from employment with the Company, I agree to immediately sign and deliver to the Company the “Termination Certification” attached hereto as Exhibit C. I also agree to keep the Company advised of my home and business address for a period of three (3) years after termination of my employment with the Company, so that the Company can contact me regarding my continuing obligations provided by this Agreement.

  • Bring-Down Certificate Section 2(A)(15) of the Current HPA is hereby amended by (i) striking “on each anniversary of the Effective Date during the Term (as defined below)” and replacing it with “on each anniversary of the Effective Date through September 30, 2016, and from and after October 1, 2016, no later than one hundred twenty (120) days after the end of each of their respective fiscal years”, and (ii) by adding to the end “A final certification shall be delivered by each of HFA and Eligible Entity on the Final Repayment Date (as defined in the Financial Instrument).”

  • Legend on Certificates The certificates representing the Shares purchased by exercise of an Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed or quoted or market to which the Shares are admitted for trading and, any applicable federal or state or any other applicable laws and the Company’s Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Borrowing Base Certificate The Administrative Agent shall have received a completed Borrowing Base Certificate duly executed by a financial officer of the Borrower, setting forth the calculation of the initial Borrowing Base as of the last day of the month preceding the date of the initial Advance under the Revolving Facility or the initial Letter of Credit.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

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