Compliance and No Default Certificate. Together with the reports and statements required by subsections (b) and (c), Borrower Representative shall deliver a Compliance Certificate signed by a Responsible Officer of Borrower Representative (a) stating that such statements and reports are true and correct and fairly present, in all material respects, the consolidated financial condition and results of operations of the Reporting Companies for the period presented and that such statements were prepared in accordance with GAAP (except, with respect to statements delivered for any Fiscal Month or Fiscal Quarter, the absence of footnotes and subject to normal year-end adjustments); (b) stating that no Default or Event of Default then exists or, if a Default or Event of Default exists, the nature and duration thereof and Credit Parties’ intention with respect thereto; (c) to which will be attached or accompanied by a spreadsheet showing calculations of all Financial Covenants, which must be of such detail as reasonably requested by Administrative Agent from time to time; (d) setting forth a list of all Acquisitions, Investments in excess of the Threshold Amount, Restricted Payments, prepayments of principal under the Term Loan Agreement and Subordinated Debt, the incurrence of Funded Debt in excess of the Threshold Amount and, upon Administrative Agent’s request, Asset Dispositions, in each case from the date of the previously delivered Compliance Certificate through the date of such certificate, together with the total amount for each of the foregoing categories, which must be of such detail as reasonably requested by Administrative Agent from time to time; and (e) setting forth any change to the information set forth in any Beneficial Ownership Certificate that would result in a change to the list of beneficial owners set forth therein. Credit Parties also shall cause their independent auditor to submit to Administrative Agent, LC Issuer, and the Lenders, together with its audit report (if applicable) a statement that, in the course of conducting such audit, it discovered no circumstances which it believes would result in a Default or Event of Default or, if it discovered any such circumstances, the nature and duration thereof.
Compliance and No Default Certificate. Together with each report required by Sections 8.6(a) and 8.6(b), a Compliance Certificate in the form of Exhibit 8.6(c), attached hereto and made a part hereof. Each such Compliance Certificate will be accompanied by a spreadsheet showing the Borrower’s calculations of all financial covenants, which must be of such detail as reasonably requested by the Agent from time to time.
Compliance and No Default Certificate. Together with each report required by subsections (b) and (c), a compliance certificate in the form of Exhibit 6.6(d), attached hereto and made a part hereof (the “Compliance Certificate”), and a certificate of Borrower Agent’s president or chief financial officer certifying that no Default then exists or, if a Default exists, the nature and duration thereof and Borrowers’ intention with respect thereto. Each such compliance certificate will be accompanied by a spreadsheet showing Borrowers’ calculations of all financial covenants, which must be of such detail as requested by Lender from time to time. Borrowers shall also cause Borrowers’ independent auditor (if applicable) to submit to Lender, together with its audit report, a statement that, in the course of conducting such audit, nothing came to the auditor’s attention that caused it to believe that Borrowers failed to comply with the terms, covenants, provision or conditions of this Agreement so far as they relate to accounting matters.
Compliance and No Default Certificate. Together with the reports and statements required by Sections 8.6(b), (c) and (d), Borrower Representative shall deliver a Compliance Certificate signed by a Responsible Officer of Borrower Representative (a) stating that such statements and reports are true and correct and fairly present, in all material respects, the Consolidated financial position and results of operations of the Tested Companies for the period presented and that such statements were prepared in accordance with GAAP (except, with respect to statements delivered for any Fiscal Month or Fiscal Quarter, the absence of footnotes and subject to normal year-end adjustments); (b) stating that no Default or Event of Default then exists or, if a Default or Event of Default exists, the nature and duration thereof and Credit Parties’ intention with respect thereto; (c) to which will be attached or accompanied by a spreadsheet showing calculations of all Financial Covenants, that must be of such detail as requested by Administrative Agent from time to time; and (d) solely in connection with the reports and statements required by (i) Section 8.6(b), setting forth a list of all Acquisitions, Investments made or existing in reliance on Section 9.4(d), (e), (f), (k), (p), (q), (s) or (t), Restricted Payments made in reliance on Section 9.3(d), (e), (f), (g) or (i), payments on Funded Debt made in reliance on Section 9.6(f), (g) or (h), payments on Subordinated Debt, the incurrence of Funded Debt other than the Obligations and Term Loan Debt, and Asset Dispositions made in reliance on clause (j) or (m) of the definition of “Permitted Asset Dispositions” and (ii) Section 8.6(b) and Section 8.6(d), setting forth a list of all Restricted Payments made pursuant to Section 9.3(f) or (g), in each case of clauses (i) and (ii), during the period covered by the financial statements with which the Compliance Certificate is delivered, together with the total amount for each of the foregoing categories, that must be of such detail as requested by Administrative Agent from time to time.
Compliance and No Default Certificate. Together with each report required by subsections (b) and (c), a compliance certificate in the form of Exhibit 6.6(d), attached hereto and made a part hereof, and a certificate of Borrower’s president or chief financial officer certifying that no Default then exists or, if a Default exists, the nature and duration thereof and Borrower’s intention with respect thereto. Each such compliance certificate will be accompanied by a spreadsheet showing Borrower’s calculations of all financial covenants, which must be of such detail as requested by Lender from time to time. Borrower shall also cause Borrower’s independent auditor (if applicable) to submit to Lender, together with its audit report, a statement that, in the course of conducting such audit, it discovered no circumstances which it believes would result in a Default or, if it discovered any such circumstances, the nature and duration thereof.
Compliance and No Default Certificate. In accordance with the terms of the Loan and Security Agreement dated August 31, 2009 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) by and among Transcend Services, Inc. (“Transcend”), Medical Dictation Services, Inc., a Maryland corporation (“MDS”; Transcend and MDS shall be referred to herein, both collectively and each individually, as “Borrower”) and Regions Bank, I hereby certify that:
1. I am the [president] [chief financial officer] of each of Transcend and MDS;
2. The enclosed financial statements are prepared in accordance with generally accepted accounting principles;
3. No Default (as defined in the Loan Documents) or any event which, upon the giving of notice or passing of time or both, would constitute such a Default, has occurred.
4. Borrower is in compliance with the financial covenants set forth in Section 8 of the Loan Agreement, as demonstrated by the calculations contained in Schedule I, attached hereto and made a part hereof. TRANSCEND SERVICES, INC. By: Name: Title: MEDICAL DICTATION SERVICES, INC. By: Name: Title: For the Fiscal [Month] [Quarter] [Year] ended [ ], 200[ ] ALL CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN IN THE LOAN AGREEMENT. Regions Bank Xxx Xxxxxxxx Xxxxxxx Xxxxx 000 Xxxxxxx, Xxxxxxx 00000 Re: That certain Loan and Security Agreement dated as of the date hereof by and among Transcend Services, Inc. (“Transcend”), Medical Dictation Services, Inc., a Maryland corporation (“MDS”; Transcend and MDS shall be referred to herein, both collectively and each individually, as “Borrower”) and Regions Bank (“Lender”) (such agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) Ladies and Gentlemen: Terms used but not defined in this letter shall have the meanings given such terms in the Loan Agreement. Borrower hereby authorizes Lender to make Loans from time to time upon receipt of telephone instructions from any of the following designated Persons (and the satisfaction of all applicable conditions precedent to such Loan set forth in the Loan Agreement): Xxxxx Xxxxxx Chief Executive Officer of each of Transcend and MDS Xxxxx Xxxxxxx Chief Financial Officer, Secretary and Treasurer of each of Transcend and MDS Lender shall have no liability to Borrower whatsoever for acting upon any such telephone instructions which Lender, in good faith, believes were given b...
Compliance and No Default Certificate. Together with each report required by subsections (b) and (c), a compliance certificate in the form of Exhibit 6.6(d), attached hereto and made a part hereof, and a certificate of a Senior Officer of Borrower Agent certifying that no Default or Event of Default then exists or, if a Default or Event of Default then exists, the nature and duration thereof and Obligors’ intention with respect thereto. Each such compliance certificate will be accompanied by a spreadsheet showing Obligors’ calculations of all financial covenants, which must be of such detail as requested by Lender from time to time in its Permitted Discretion. Borrower Agent shall also cause Obligors’ independent auditor to submit to Lender, together with its audit report, a statement that, in the course of conducting such audit, it discovered no circumstances which it believes would result in a Default or an Event of Default or, if it discovered any such circumstances, the nature and duration thereof.
Compliance and No Default Certificate. Together with the reports and statements required by subsections (b) and (c) of this Section 8.6, Borrower Representative shall deliver a Compliance Certificate signed by a Responsible Officer of Borrower Representative (i) stating that such statements and reports are true and correct and fairly present, in all material respects, the Consolidated financial condition and results of operations of the Tested Companies for the period presented and that such statements were prepared in accordance with GAAP (except, with respect to statements delivered for any Fiscal Quarter, the absence of footnotes and subject to normal year- end adjustments); (ii) stating that no Default or Event of Default then exists or, if a Default or Event of Default exists, the nature and duration thereof and Credit Parties’ intention with respect thereto; and (iii) to which will be attached or accompanied by a spreadsheet showing calculations of all Financial Covenants, that must be of such detail as requested by Administrative Agent from time to time.
Compliance and No Default Certificate. Together with each report required by subsections (b) and (c) above, a compliance certificate in the form of Exhibit C, attached hereto and made a part hereof, and a certificate of Borrower’s president or chief financial officer certifying that no Default then exists or, if a Default exists, the nature and duration thereof and Borrower’s intention with respect thereto. Borrower shall also cause Borrower’s independent auditor (if applicable) to submit to Lender, together with its audit report, a statement that, in the course of conducting such audit, it discovered no circumstances which it believes would result in a Default or, if it discovered any such circumstances, the nature and duration thereof.
Compliance and No Default Certificate. In accordance with the terms of the Loan and Security Agreement dated July ___, 2010 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”) by and among Dreams, Inc., a Utah corporation (“Parent”), Dreams Franchise Corporation, a California corporation (“Dreams Franchise”), Dreams Products, Inc., a Utah corporation (“Dreams Products”), Dreams Retail Corporation, a Florida corporation (“Dreams Retail”), Dreams Paramus, LLC, a Florida limited liability company (“Dreams Paramus”), Dreams / Pro Sports, Inc., a Florida corporation (“Pro Sports”), Fansedge Incorporated, a Delaware corporation (“Fansedge”), RIOFOD, L.P., a Nevada limited partnership (“RIOFOD”), CAEFOD, L.P., a Nevada limited partnership (“CAEFOD”), SWFOD, L.P., a Nevada limited partnership (“SWFOD”), StarsLive365, LLC, a Nevada limited liability company (“StarsLive”), 365 Las Vegas, L.P., a Nevada limited partnership (“365 Las Vegas”), and The Xxxxxx Organization, Inc., a Florida corporation (“Xxxxxx Organization”; Parent, Dreams Franchise, Dreams Products, Dreams Retail, Dreams Paramus, Pro Sports, Fansedge, RIOFOD, CAEFOD, SWFOD, StarsLive, 365 Las Vegas, and Xxxxxx Organization are collectively referred to herein as “Borrowers” and individually as “Borrower”), and Regions Bank, I hereby certify that:
1. I am the [president] [chief financial officer] of Borrower Agent;
2. The enclosed financial statements are prepared in accordance with generally accepted accounting principles;
3. No Default (as defined in the Loan Documents) or any event which, upon the giving of notice or passing of time or both, would constitute such a Default, has occurred.
4. Borrowers are in compliance with the financial covenants set forth in Section 8 of the Loan Agreement, as demonstrated by the calculations contained in Schedule I, attached hereto and made a part hereof. DREAMS, INC., as Borrower Agent under the Loan Agreement By: Name: Title: For the Fiscal [Month] [Quarter] [Year] ended [ ], 200[__] ALL CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN IN THE LOAN AGREEMENT. [ ], 200[__] Regions Bank 000 Xxxxxxxxx Xxxxxx, X.X. Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 Re: That certain Loan and Security Agreement dated as of the date hereof by and among Dreams, Inc., a Utah corporation (“Parent”), Dreams Franchise Corporation, a California corporation (“Dreams Franchise”), Dreams Products, Inc., a Utah corporation (“Dreams Products”), Drea...
