Common use of Certificates of Compliance Clause in Contracts

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, Canaan, on a consolidated basis and on behalf of all Borrowers, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "C" attached hereto, signed by the President of each Borrower, (i) stating that each Borrower has fulfilled in all material respects its obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of each Borrower in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d), and (e) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Canaan, on a consolidated basis Borrower and on behalf of all Borrowers, Guarantor will furnish or cause to be furnished to the Agent Bank a certificate in the form of Exhibit "CD" attached hereto, signed by the President President, or chief financial officer of each Borrower, the Borrower and the Guarantor (i) stating that each the Borrower has and the Guarantor have fulfilled in all material respects its their respective obligations under the Notes Note, the Guaranty and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of each the Borrower and the Guarantor in all material respects with any of its their respective representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c13(c), (d), (e) and (ef); and (iv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, CanaanBorrower and Guarantors, on a consolidated basis and on behalf of all Borrowersas the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CE" attached hereto, signed by the President or Chief Financial Officer of each Borrowerthe Company, (i) stating that Borrower and each Borrower has Guarantor have fulfilled in all material respects its respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Borrower Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, certificate of compliance with Sections 13(b), (c), (d), ) and (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarter, CanaanBorrower and Guarantor, on a consolidated basis and on behalf of all Borrowersas the case may be, will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CE" attached hereto, signed by the President or Chief Financial Officer of Borrower and each BorrowerGuarantor, (i) stating that Borrower and each Borrower has Guarantor have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Borrower Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d), ) and (e); and (iv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(iSection 10(a)(i) hereof and each of the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(iiSection 10(a)(ii) hereof for the months coinciding with the end of hereof, Borrower and each calendar quarter, Canaan, on a consolidated basis and on behalf of all Borrowers, Guarantor will furnish or cause to be furnished to the Agent a certificate Bank separate certificates in the form of Exhibit "CD" attached hereto, signed by an authorized officer of the President General Partner of each BorrowerBorrower or by an authorized officer of the corporate Guarantors or by the individual Guarantor, as the case may be, (i) stating that each the Borrower or such Guarantor, as the case may be, has fulfilled in all material respects its obligations under the Notes Note and the Loan DocumentsSecurity Instruments, including this Agreement, and that all representations and warranties made herein and therein by such party continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a an Event of Default has occurred, specifying the Event of Default and the nature and status thereof; (ii) to the extent requested from time to time by the AgentBank, specifically affirming compliance of each the Borrower or a Guarantor, as the case may be, in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), (d), Borrower's ratio of Collateral Value to Total Outstandings; and (eiv) containing or accompanied by such financial or other details, information and material as the Agent Bank may reasonably request to evidence such compliance.

Certificates of Compliance. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Subsection 12(a)(i) hereof and the quarterly unaudited Financial Statements pursuant to Subsection 12(a)(ii) hereof for the months coinciding with the end of each calendar quarterhereof, Canaan, on a consolidated basis and on behalf of all Borrowers, Borrower will furnish or cause to be furnished to the Agent a certificate in the form of Exhibit "CD" attached hereto, signed by the President President, Chief Financial Officer or other authorized representative of each Borrower, (i) stating that each Borrower has and Guarantors have fulfilled in all material respects its their respective obligations under the Notes and the Loan Documents, including this Agreement, and that all representations and warranties made herein and therein continue (except to the extent they relate solely to an earlier date) to be true and correct in all material respects (or specifying the nature of any change), or if a Default has occurred, specifying the Default and the nature and status thereof; (ii) to the -38- extent requested from time to time by the Agent, specifically affirming compliance of Borrower and each Borrower Guarantor in all material respects with any of its representations (except to the extent they relate solely to an earlier date) or obligations under said instruments; (iii) setting forth the computation, in reasonable detail as of the end of each period covered by such certificate, of compliance with Sections 13(b), (c), ) and (d), ; and (eiv) containing or accompanied by such financial or other details, information and material as the Agent may reasonably request to evidence such compliance.. (c) Accountants' Certificate. Concurrently with the furnishing of the annual audited Financial Statements pursuant to Section 12(a)(i) hereof, Borrower will furnish a statement from the firm of independent public accountants which prepared such Financial Statements to the effect that nothing has come to their attention to cause them to believe that there existed on the date of such statements any Event of Default and specifically calculating Borrower's compliance with Sections 13(b), (c) and (d) of this Agreement. (d)