Certain Compliance Determinations Sample Clauses
The 'Certain Compliance Determinations' clause establishes the process or authority for assessing whether parties have met specific legal, regulatory, or contractual requirements. Typically, this clause outlines who is responsible for making these determinations—such as a designated compliance officer or an external auditor—and may describe the standards or procedures to be followed during the review. Its core function is to ensure that compliance obligations are clearly monitored and enforced, thereby reducing ambiguity and mitigating the risk of non-compliance within the agreement.
Certain Compliance Determinations. (a) Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test or utilization of any basket contained in this Indenture, Consolidated EBITDA, Consolidated Total Assets, the Total Leverage Ratio, the First Lien Leverage Ratio, the Senior Leverage Ratio and the Secured Leverage Ratio shall be calculated on a Pro Forma Basis to give effect to all Specified Transactions that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made and to the extent the proceeds of any new Indebtedness are to be used to repay other Indebtedness (including by repurchase, redemption, retirement, extinguishment, defeasance, discharge or pursuant to escrow or similar arrangements) no later than 60 days following the incurrence of such new Indebtedness, the Company shall be permitted to give Pro Forma Effect to such repayment of Indebtedness.
(b) For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any First Lien Leverage Ratio test, any Senior Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test, the amount of Consolidated EBITDA and/or Consolidated Total Assets), such financial ratio or test shall be calculated at the time such action is taken (subject to Section 1.05), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.
(c) Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision in any covenant (including any constituent definition thereof) of this Indenture that does not require compliance with a financial ratio or test (including, without limitation, any First Lien Leverage Ratio test, any Senior Leverage Ratio test, any Secured Leverage Ratio test and/or any Total Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of t...
Certain Compliance Determinations. (a) Notwithstanding anything herein to the contrary, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture (including any covenant), including in connection with any Limited Condition Transaction, that does not require compliance with a financial ratio or test (including Debt to Total Capitalization Ratio or Secured Indebtedness to Total Capitalization Ratio and/or Fixed Charge Coverage Ratio) (any such amounts, the “Fixed Amounts”) substantially concurrently (or in connection with the same Limited Condition Transaction) with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that requires compliance with a financial ratio or test (including Debt to Total Capitalization Ratio or Secured Indebtedness to Total Capitalization Ratio and/or Fixed Charge Coverage Ratio) (any such amounts, the “Incurrence-Based Amounts”), it is understood and agreed that the Fixed Amounts shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence-Based Amounts.
(b) Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Debt to Total Capitalization Ratio, Fixed Charge Coverage Ratio, Fixed Charges, Total Assets and Section 4.07(a)(3)(A)) may be determined with reference to the financial statements of any Parent Entity of the Issuer, including the Parent Guarantor, instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).
Certain Compliance Determinations. 76 Section 1.8 Divisions ........................................................................................................................... 79 Section 1.9 FLNG1 Collateral ............................................................................................................. 79 SECTION 2. LOANS ................................................................................................................ 79 Section 2.1 Loans ...............................................................................................................................
Certain Compliance Determinations. 42 ARTICLE 2 THE NOTES Section 2.01 Form and Dating ............................................................................................................................. 43 Section 2.02 Execution and Authentication ......................................................................................................... 44 Section 2.03 Registrar and Paying Agent ............................................................................................................ 44 Section 2.04 Paying Agent to Hold Money in Trust ............................................................................................ 44 Section 2.05 Holder Lists ..................................................................................................................................... 45 Section 2.06
Certain Compliance Determinations. 66 SECTION 2. LOANS Section 2.1 Loans ...............................................................................................................................
Certain Compliance Determinations. 58 SECTION 2.
Certain Compliance Determinations. Notwithstanding anything to the contrary herein, but subject to Section 1.6 and clauses (b) and (c) of this Section 1.7, all financial ratios, tests, covenants, calculations and measurements (including Consolidated Total Debt Ratio, Consolidated Secured Debt Ratio, Consolidated First Lien Debt Ratio, Debt to Total Capitalization Ratio, Fixed Charge Coverage Ratio, Consolidated Interest Expense, Fixed Charges, Consolidated Net Income, Consolidated Total Assets, Consolidated EBITDA, Annualized EBITDA, any Fixed Amount or any Incurrence-Based Amount) contained in this Agreement that are calculated with respect to any period during which any Subject Transaction occurs shall