Examination of the Sample Clauses

Examination of the. Financial Covenants and their Breach The examination regarding the Company’s compliance with the financial conditions set forth in Sections 5.3.1-5.3.2 above will be performed on the publication date of the audited consolidated financial statements of the Company or on the date of the publication of the quarterly consolidated financial statements for each calendar year or calendar quarter, as applicable. At the request of the Trustee, the Company will transfer to the Trustee, no later than five business days from receipt of the Trustee’s request, with confirmation signed by the most senior office in the Company’s financial field regarding the Company’s compliance with the limitations in Sections 5.3.1-.5.3.2 above, in addition to a calculation that will reasonably satisfy the Trustee. The Trustee will rely on approval of the Company and will not demand to perform an additional examination on its behalf. As of the date of the issue of the Bonds (Series A), in the event that it is discovered, based on the audited consolidated financial statements or the quarterly consolidated financial results of the Company, as applicable, that the Company has not met one or more of its obligations as stated in subsection 5.3.1-5.3.2 above, and has not met its obligations as stated in the subsequent quarter as well, pursuant to the audited consolidated financial statements or the quarterly consolidated financial results of the Company, as applicable, the provisions of Section 8 of the Deed of Trust will apply, subject to Section 8.2 of the Deed of Trust. For the avoidance of doubt, it is clarified that the grounds for calling for immediate repayment as stated in Sections 8.1.21, 8.1.22, 8.1.28 and 8.1.29 below will apply only if the Company does not meet the same financial covenants (minimum equity, equity to balance sheet ratio, net financial debt to CAP and net financial debt to EBITDA, as applicable) for two consecutive quarters in a row, and will be established on the date of the publication of the annual audited consolidated financial statements or the public date of the consolidated financial results of the second of the two consecutive quarters mentioned above, subject to the provisions of Section 8.2 below. It shall be clarified that the date of the relevant breach will be considered to be the publication date of the financial statement or the subsequent (two) financial results in which the Company does not meet the relevant financial covenants.
Sample 1
AutoNDA by SimpleDocs

Related to Examination of the

  • Examination and Review After receipt of the Closing Working Capital Statement, Sellers shall have 30 days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Sellers shall have full access to the books and records of the Company and the Subsidiaries, provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer, the Company, or the Subsidiaries. On or prior to the last day of the Review Period, Sellers may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”). If Sellers fail to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, Buyer and Sellers shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers, shall be final and binding. If Sellers and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to a mutually agreeable impartial nationally recognized firm of independent certified public accountants (the “Independent Accountant”) who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. The fees and expenses of the Independent Accountant shall be paid by Sellers, on the one hand, and by Bxxxx, on the other hand, based upon the percentage that the amount actually contested but not awarded to Sellers or Buyer, respectively, bears to the aggregate amount actually contested by Sxxxxxx and Buyer. The Independent Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.

  • Examination The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

  • Examination of Records Each Transferor and the Servicer shall indicate generally in their computer files or other records that the Receivables arising in the Accounts have been conveyed to the Trustee, on behalf of the Trust, pursuant to this Agreement for the benefit of the Certificateholders. Each Transferor and the Servicer shall, prior to the sale or transfer to a third party of any receivable held in its custody, examine its computer records and other records to determine that such receivable is not, and does not include, a Receivable. [END OF ARTICLE VIII]

  • Examinations The Company has not received any notice that any Employee Benefit Plan is currently the subject of an audit, investigation, enforcement action or other similar proceeding conducted by any state or federal agency or authority.

  • Physical Examination Executive shall be entitled to receive reimbursement for the cost of one general physical examination per twelve (12) month period during the term of the Agreement from a physician chosen by Executive in his reasonable discretion.

  • Examination of the Agreement A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

  • Examination of this Agreement A copy of this Agreement shall be available at all reasonable times at the office of the Right Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right. The Right Agent may require any such holder to submit his, her or its Right for inspection by it.

  • Medical Examination The Executive shall be reimbursed by the Company for the reasonable cost of one annual medical examination upon presentation of an expense statement.

  • Field Examination The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts, Inventory and related working capital matters and of the Borrower’s related data processing and other systems, the results of which shall be satisfactory to the Administrative Agent in its sole discretion.

  • Inspection and Verification The Secured Parties and such persons as the Secured Parties may reasonably designate shall have the right to inspect the Collateral, all records related thereto (and to make extracts and copies from such records) and the premises upon which any of the Collateral is located, to discuss the Grantor’s affairs with the officers of the Grantor and its independent accountants and to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Collateral, including, in the case of collateral in the possession of any third Person, by contacting any account debtor or third Person possessing such Collateral for the purpose of making such a verification. Out-of-pocket expenses in connection with any inspections by representatives of the Secured Parties shall be (a) the obligations of the Grantor with respect to any inspection after the Secured Parties’ demand payment of the Notes or (b) the obligation of the Secured Parties in any other case.

Time is Money Join Law Insider Premium to draft better contracts faster.