Failure to Deliver Compliance Certificate Sample Clauses

Failure to Deliver Compliance Certificate. Subject to Section 4.03(a), in the event the Administrative Agent does not receive a Compliance Certificate for any Fiscal Quarter that has ended as required pursuant to this Agreement (the "Scheduled Reset Date"), the Applicable Loan Spread, the Applicable Stamping Fee and the Applicable Standby Fee Rate for the Credit for the following Fiscal Quarters shall continue to be based on the Compliance Certificate for the last actual Reset Date until such time as a new Compliance Certificate is delivered. Subject to Section 4.03(a), upon receipt of such new Compliance Certificate, if, as a consequence of a change to the Total Debt to Total Capitalization Ratio, the Applicable Loan Spread, the Applicable Stamping Fee and the Applicable Standby Fee Rate has increased or decreased since the last actual Reset Date: (a) in the case of any increase: (i) the Borrower shall forthwith pay to the Lenders the difference between the amount that would have been payable on all of the Borrower's outstanding Accommodation during the period from the Scheduled Reset Date to the date such new Compliance Certificate was delivered (being the new Reset Date) based on such higher Applicable Loan Spread and Applicable Stamping Fee and the amount actually paid; and (ii) the Borrower shall forthwith pay to the Lenders the difference between the standby fees that would have been payable during such period based on such higher Applicable Standby Fee Rate and the amount actually paid; (b) in the case of a decrease, the Lenders shall, at the option of the Lenders, either pay to the Borrower or authorize the Borrower to deduct from any interest or fees payable to the Lenders hereunder the aggregate of: (i) the difference between the amount of interest and stamping fees paid to the Lenders during such period and the amount of interest and stamping fees that would have been paid on all outstanding Accommodation from the Lenders during such period based on such lower Applicable Loan Spread and Applicable Stamping Fee; and (ii) the difference between the amount of standby fees paid to the Lenders during such period and the amount of standby fees that would have been paid to the Lenders during such period based on such lower Applicable Standby Fee. Notwithstanding anything contained herein, the Applicable Loan Spread, the Applicable Stamping Fee and the Applicable Standby Fee Rate for the Credit shall not be reduced on any Reset Date, and the Borrower shall not be entitled to any adjustment in th...
Sample 1
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Failure to Deliver Compliance Certificate. Subject to Section 6.03, in the event the Agent does not receive a Compliance Certificate for any Fiscal Quarter that has ended as required pursuant to this Agreement, the Applicable Margin and the Applicable Commitment Fee for the following Fiscal Quarters shall, from the date that the Compliance Certificate was required to be delivered, be based on Level I until such time as the Compliance Certificate is received by the Agent.
Sample 1

Related to Failure to Deliver Compliance Certificate

  • TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

  • Compliance Certification From time to time the Sub-Adviser shall provide such certifications with respect to Rule 38a-1 under the 1940 Act, as are reasonably requested by the Fund or the Manager. In addition, the Sub-Adviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to the Fund to enable the Fund to fulfill its obligations under Rule 38a-1 under the 1940 Act.

  • Form of Compliance Certificate A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

  • 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;

  • 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).

  • Quarterly Compliance Certificate Within forty five (45) days after the last day of each fiscal quarter and together with the quarterly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such fiscal quarter, the Loan Parties were in full compliance with all of the terms and conditions of this Agreement, and, if applicable, setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Agent may reasonably request (including at the direction of Required Lenders).

  • Failure to Deliver Certificates If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company and the Holder shall promptly return to the Company the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

  • 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.

  • 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 shall have 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. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

  • Compliance Certificates The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an officer’s certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe any such Event of Default and its status.

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