Common use of Compliance Certificate; Notice of Default Clause in Contracts

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of the activities of the Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Company and each Guarantor, if any, has complied with all conditions and covenants applicable to it under this Indenture and further stating, as to each such Officer signing such certificate, that to such Officers’ knowledge, the Company and each Guarantor, if any, during such preceding fiscal year has kept, observed, performed and fulfilled each such covenant and condition and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such Default or Event of Default and the status thereof.

Appears in 10 contracts

Samples: Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.), Indenture (Starwood Property Trust, Inc.)

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Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of the activities of the Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Company and each GuarantorSubsidiary Guarantor has kept, if anyobserved, has complied with all conditions performed and covenants applicable to it fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officers’ Officer’s knowledge, the Company and each Guarantor, if any, Subsidiary Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and condition and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such Default or Event of Default and its status with particularity. The Company’s fiscal year currently ends on December 31. The Officers’ Certificate shall also notify the status thereofTrustee should the Company elect to change the manner in which it fixes its fiscal year end.

Appears in 8 contracts

Samples: Merger Agreement (Davita Inc), Merger Agreement (Physicians Management, LLC), Davita Healthcare Partners Inc.

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end close of each fiscal year of the Company, an Officers’ Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of the activities of the Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Company and each GuarantorSubsidiary Guarantor has kept, if anyobserved, has complied with all conditions performed and covenants applicable to it fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officers’ Officer’s knowledge, the Company and each Guarantor, if any, Subsidiary Guarantor during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and condition and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such Default or Event of Default and its status with particularity. The Company’s fiscal year currently ends on December 31. The Officers’ Certificate shall also notify the status thereofTrustee should the Company elect to change the manner in which it fixes its fiscal year end.

Appears in 4 contracts

Samples: Physicians Management, LLC, Physicians Management, LLC, Davita Inc

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee, within 120 ninety (90) days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers (one of whom is the principal executive officer, principal financial officer or principal accounting officer) with a view to determining whether the Company they have kept, observed, performed and each Guarantor, if any, has complied with all conditions and covenants applicable to it fulfilled their obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officers’ knowledge, Officer's actual knowledge the Company and each Guarantor, if any, its Restricted Subsidiaries during such preceding fiscal year has have kept, observed, performed and fulfilled each such and every condition and covenant and condition under this Indenture and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such the Default or Event of Default and its status with particularity. The Officers' Certificate shall also notify the status thereofTrustee should the Company elect to change the manner in which it fixes its fiscal year end.

Appears in 4 contracts

Samples: Indenture (Eschelon Telecom Inc), Article Twelve Agreement (American Rock Salt Co LLC), Article Twelve Agreement (Dune Energy Inc)

Compliance Certificate; Notice of Default. (a) The Company and each Guarantor shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company's fiscal year, an Officers' Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of its activities and the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company and each or such Guarantor, if anyas the case may be, has complied with all conditions kept, observed, performed and covenants applicable to it fulfilled its obligations under this Indenture and further stating, as to each such Officer signing such certificate, that to the best of such Officers’ knowledge, Officer's knowledge the Company and each or such Guarantor, if anyas the case may be, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and condition and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such the Default or Event of Default and its status with particularity. The Officers' Certificate of the status thereofCompany shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year end.

Appears in 3 contracts

Samples: Indenture (Del Monte Foods Co), Indenture (Del Monte Foods Co), Del Monte Foods Co

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Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the CompanyCompany (which fiscal year ends on December 31), an Officers’ Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of the activities of the Company and its Subsidiaries has been made under the supervision of the signing Officers with a view to determining whether the Company and each Guarantor, if any, has complied with all conditions and covenants applicable to it under this Indenture and further stating, as to each such Officer signing such certificate, that to such Officers’ knowledge, the Company and each Guarantor, if any, during such preceding fiscal year has kept, observed, performed and fulfilled each such covenant and condition and no Default or Event of Default occurred during such year and at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such Default or Event of Default and the status thereof.

Appears in 1 contract

Samples: Supplemental Indenture (FS Energy & Power Fund)

Compliance Certificate; Notice of Default. (a) The Company shall deliver to the Trustee, within 120 90 days after the end of each fiscal year of the Company's fiscal years, an Officers' Certificate signed by the principal executive officer, the principal financial officer or the principal accounting officer of the Company and one other Officer of the Company and also signed (to the extent required by the TIA) by two Officers of each Guarantor, if any, stating that a review of its activities during the activities of the Company and its Subsidiaries preceding fiscal year has been made under the supervision of the signing Officers officers with a view to determining whether the Company it has kept, observed, performed and each Guarantor, if any, has complied with all conditions and covenants applicable to it fulfilled its obligations under this Indenture and further stating, as to each such Officer officer signing such certificate, that to the best of such Officers’ officer's knowledge, the Company and each Guarantor, if any, during such preceding fiscal year has kept, observed, performed and fulfilled each and every such covenant and condition and no Default or Event of Default occurred during such year and that, to each officer's knowledge, at the date of such certificate there is no Default or Event of Default that has occurred and is continuing or, if such signers do know of any such Default or Event of Default, the certificate shall describe such the Default or Event of Default and its status with particularity and that to the status thereofbest of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

Appears in 1 contract

Samples: Indenture (Orbital Imaging Corp)

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