Compliance Certificate; Statement of Funds from Operations Sample Clauses

Compliance Certificate; Statement of Funds from Operations. Report of Acquired Properties 63 Section 8.4. Other Information 63 Section 8.5. Electronic Delivery of Certain Information 66 Section 8.6. Public/Private Information 66 Section 8.7. USA Patriot Act Notice; Compliance 66 Article IX. Negative Covenants 67 Section 9.1. Financial Covenants 67 Section 9.2. Liens; Negative Pledge 69 Section 9.3. Restrictions on Intercompany Transfers 70 Section 9.4. Merger, Consolidation, Sales of Assets and Other Arrangements 70 Section 9.5. Plans 71 Section 9.6. Fiscal Year 71 Section 9.7. Modifications of Organizational Documents and Material Contracts 71 Section 9.8. Transactions with Affiliates 71 Section 9.9. Environmental Matters 72 Section 9.10. Derivatives Contracts 72 Article X. Default 72 Section 10.1. Events of Default 72 Section 10.2. Remedies Upon Event of Default 76 Section 10.3. Remedies Upon Default 77 Section 10.4. Marshaling; Payments Set Aside 77 Section 10.5. Allocation of Proceeds 77 Section 10.6. Letter of Credit Collateral Account 78 Section 10.7. Performance by Administrative Agent 79 Section 10.8. Rights Cumulative 79 Article XI. The Administrative Agent 79 Section 11.1. Appointment and Authorization 79 Section 11.2. Xxxxx Fargo as Lender 80 Section 11.3. Approvals of Lenders 81 Section 11.4. Notice of Events of Default 81 Section 11.5. Administrative Agent’s Reliance 81 Section 11.6. Indemnification of Administrative Agent 82 Section 11.7. Lender Credit Decision, Etc 83 Section 11.8. Successor Administrative Agent 83 Section 11.9. Titled Agents 84 Article XII. Miscellaneous 84 Section 12.1. Notices 84 Section 12.2. Expenses 86 Section 12.3. Stamp, Intangible and Recording Taxes 86 Section 12.4. Setoff 86 Section 12.5. Litigation; Jurisdiction; Other Matters; Waivers 87 Section 12.6. Successors and Assigns 88 Section 12.7. Amendments and Waivers 91 Section 12.8. Nonliability of Administrative Agent and Lenders 92 Section 12.9. Confidentiality 93 Section 12.10. Indemnification 94 Section 12.11. Termination; Survival 95 Section 12.12. Severability of Provisions 96 Section 12.13. GOVERNING LAW 96 Section 12.14. Counterparts 96 Section 12.15. Obligations with Respect to Loan Parties 96 Section 12.16. Independence of Covenants 96 Section 12.17. Limitation of Liability 96 Section 12.18. Entire Agreement 97 Section 12.19. Construction 97 Section 12.20. Headings 97 SCHEDULE I Commitments SCHEDULE 1.1. List of Loan Parties SCHEDULE 6.1.(b) Ownership Structure SCHEDULE 6.1.(f) Properties SCHEDULE 6.1.(g) Existing...
Sample 1
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Compliance Certificate; Statement of Funds from Operations. Unencumbered Asset Value 9096 Section 9.4. Other Information 9096 Section 9.5. Electronic Delivery of Certain Information 9298 Section 9.6. Public/Private Information 9299 Section 9.7. USA Patriot Act Notice; Compliance 9299 ARTICLE X. NEGATIVE COVENANTS 9399 Section 10.1. Financial Covenants 9399 Section 10.2. Negative Pledge 95101 Section 10.3. Restrictions on Intercompany Transfers 95101 Section 10.4. Merger, Consolidation, Sales of Assets and Other Arrangements 95101 Section 10.5. Plans 96102 Section 10.6. Fiscal Year 96103 Section 10.7. Modifications of Organizational Documents 96103 Section 10.8. Subordinated Debt Prepayments; Amendments 96103 Section 10.9. Transactions with Affiliates 97104 Section 10.10. Environmental Matters 97104 Section 10.11. Derivatives Contracts 98104 ARTICLE XI. DEFAULT 98104 Section 11.1. Events of Default 98104 Section 11.2. Remedies Upon Event of Default 102108 Section 11.3. Remedies Upon Default 103110 Section 11.4. Marshaling; Payments Set Aside 103110
Sample 1

Related to Compliance Certificate; Statement of Funds from Operations

  • Compliance Certificate; Statements as to Defaults The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending on December 31, 2020) an Officer’s Certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under this Indenture and, if so, specifying each such failure and the nature thereof. In addition, the Company shall deliver to the Trustee, as soon as possible, and in any event within 30 days after the occurrence of any Event of Default or Default, an Officer’s Certificate setting forth the details of such Event of Default or Default, its status and the action that the Company is taking or proposing to take in respect thereof.

  • Compliance Certificate (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers’ Certificate stating that a review of 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 has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of 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.

  • Monthly Compliance Certificate Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request;

  • TAX COMPLIANCE CERTIFICATE (For Foreign Lenders Relying on the Portfolio Interest Exemption For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Financing Agreement, dated as of February [7], 2019 (as modified, amended, extended, restated, amended and restated or supplemented from time to time, the “Financing Agreement”) by and among EF SPV, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Borrower”), the Guarantors from time to time party thereto, the lenders listed on the Schedule of Lenders attached thereto (each individually, a “Lender” and collectively, the “Lenders”) and Victory Park Management, LLC, as administrative agent and collateral agent (the “Agent”) for the Lenders and the Holders (as defined therein). Pursuant to the provisions of Section 2.6(d) of the Financing Agreement, the undersigned hereby certifies that (i) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) it is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iii) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the Borrower with executed originals of IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Financing Agreement and used herein shall have the meanings given to them in the Financing Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] SCHEDULES TO FINANCING AGREEMENT Schedule 1.1 Program Guidelines FinWise Bank (“Lender”) and EF Marketing, LLC and Elevate Decision Sciences, LLC (each a “Service Provider”and collectively”Service Providers”) The Rise Loan (“Product”) Program Guidelines are agreed upon from time to time by Lender and Service Providers in accordance with the Technology and Support Agreement and Joint Marketing Agreement each of which is entered into by Lender and a Service Provider.

  • Annual Compliance Certificate Within one hundred and twenty (120) days after December 31, 2021 and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).

  • to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated:

  • FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]

  • Covenant Compliance Certificate The Borrower shall, contemporaneously with the furnishing of the financial statements pursuant to Section 8.8, deliver to the Bank a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by an appropriate officer of the Borrower, containing a computation of each of the financial covenants set forth in Section 10 and stating that the Borrower has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such Event of Default or Unmatured Event of Default describing it and the steps, if any, being taken to cure it.

  • TO COMPLIANCE CERTIFICATE This Attachment No. 1 is attached to and made a part of a Compliance Certificate dated as of ____________, ____ and pertains to the period from ____________, ____ to ____________, ____. Subsection references herein relate to subsections of the Credit Agreement.

  • Exhibit B (Compliance Certificate) The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Schedule 1 attached hereto.

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