Financial Certificates Sample Clauses

Financial Certificates. If the stock of Subtenant is not traded on a national United States stock exchange, then Subtenant shall, upon written request from Sublandlord (but not more frequently than once during any calendar year) submit to Sublandlord either a certified copy of Subtenant’s most recently prepared financial statements, prepared in accordance with U.S. generally accepted accounting principles, or a certified statement setting forth Subtenant’s Net Worth signed by an officer of Subtenant. Sublandlord shall keep confidential all financial statements, certificates and information that Subtenant furnished to Sublandlord pursuant to this section, except to the extent (i) such financial statements, certificates and information is available to the general public, (ii) Subtenant is required to disclose such financial statements, certificates and information in order to comply with Applicable Laws, and (iii) Sublandlord discloses the same to its lender and prospective lenders, to prospective purchasers of Sublandlord’s interest in the Project, and to Landlord and its lenders, prospective lenders and prospective purchasers.
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Financial Certificates. Concurrently with the delivery of the financial statements referred to in Section 3.2(k)(i) and (ii) of the Master Trust Agreement, TMM shall deliver to the Trustee and each Series 2002-A Certificateholder a duly completed compliance certificate, based on EXHIBIT D attached hereto, signed by the chief financial officer, treasurer, comptroller or other executive officer of TMM with the authority to execute such certificates on behalf of TMM.
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Financial Certificates. (a) If the stock of Tenant or Tenant’s parent company is not traded on a national United States stock exchange, then Tenant shall, upon written request from Landlord (but not more frequently than once during any calendar year) submit to Landlord either a certified copy of Tenant’s most recently prepared financial statements, prepared in accordance with U.S. generally accepted accounting principles, or a certified statement setting forth Tenant’s Net Worth signed by an officer of Tenant. (b) Landlord shall keep all financial statements, certificates and information of Tenant confidential and, except as may be required by law, shall not disclose the same without Tenant’s consent; provided, Landlord may disclose the same to Xxxxxxxx’s lender and prospective lenders and prospective purchasers of the Premises who enter into a non-disclosure agreement, in a form reasonably acceptable to Tenant, that prohibits the disclosure thereof. The provisions of this Section 26.07(b) shall survive the termination of this Lease.
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Financial Certificates. The Administrative Agent shall have received the following certificates, in each case signed by a Responsible Officer of the Borrower and in form, substance and detail acceptable to the Managing Agents: (i) A certificate indicating that after giving effect to the transactions contemplated to occur on (A) the Initial Closing Date and (B) the Second Closing Date, PRO FORMA EBITDA for the Borrower and its Subsidiaries on a consolidated basis for the four fiscal quarter period ending immediately prior to the Initial Closing Date and the Second Closing Date, respectively, is at least $115,000,000; (ii) A certificate indicating that after giving effect to the transactions contemplated to occur (A) on the Initial Closing Date and (B) on the Second Closing Date, PRO FORMA Funded Debt (excluding the aggregate Redemption Value of all outstanding Modesto Station Purchase Preferred Stock) for the Borrower and its Subsidiaries on a consolidated basis will not exceed $600,000,000 on and as of the Initial Closing Date and the Second Closing Date, respectively; (iii) A certificate indicating that the Financial Statements accurately reflect the financial condition and performance of the Borrower and its Subsidiaries for fiscal year 1995 in accordance with GAAP consistently applied; (iv) A certificate setting forth actual EBITDA of the Borrower and each of its Subsidiaries for fiscal year 1995, and further certifying that such actual EBITDA for fiscal year 1995 is accurately calculated; and (v) A Covenant Compliance Certificate showing compliance with the covenants referred to therein, on a PRO FORMA basis, as of the Initial Closing Date and the Second Closing Date, respectively, and assuming that the acquisition of the Modesto Station has been consummated in accordance with the terms of the Modesto Station Purchase Agreement.
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Financial Certificates. The Administrative Agent shall have received a certificate, signed by a Responsible Officer of the Borrower and in form, substance and detail acceptable to the Administrative Agent indicating that the Financial Statements accurately reflect the financial condition and performance of the Borrower and its Subsidiaries (i) for fiscal year ending December 31, 2000 and (ii) the fiscal quarter ended March 31, 2001 in each case in accordance with GAAP consistently applied.
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Financial Certificates. The Administrative Agent shall have received the following certificates, in each case signed by a Responsible Officer of the Borrower and in form, substance and detail acceptable to the Arrangers: (i) A certificate indicating that after giving effect to the transactions contemplated to occur on the Closing Date (and assuming borrowing of (i) the entire Aggregate Commitment on such date and (ii) the entire Aggregate Commitment under the Existing Credit Agreement on such date), PRO FORMA Funded Debt (excluding the aggregate Redemption Value of all outstanding Modesto Station Purchase Preferred Stock) for the Borrower and its Subsidiaries on a consolidated basis will not exceed $600,000,000 on and as of the Closing Date; (ii) A certificate indicating that the Financial Statements accurately reflect the financial condition and performance of the Borrower and its Subsidiaries (i) for fiscal year 1999 and (ii) the fiscal quarter ended June 30, 2000, in each case in accordance with GAAP consistently applied; and (iii) A Covenant Compliance Certificate showing compliance with the covenants referred to therein, on a PRO FORMA basis, as of the Closing Date (based on EBITDA as of June 30, 2000 and assuming borrowing of the entire Aggregate Commitment on the Closing Date).
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Related to Financial Certificates

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Medical Certificates Where the Employer requests medical certificates the Employer shall pay the costs of such certificates.

  • Governmental Certificates Certificates of the appropriate government officials of the state of incorporation or organization of Borrower and each other Obligated Party as to the existence and good standing of Borrower and each other Obligated Party, each dated within thirty (30) days prior to the date of the initial Credit Extension;

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

  • Central Certificate System Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities Exchange Act of 1934, or such other Person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust.

  • Other Certificates Any other certificates of approval, acceptance or compliance required by Lender from any Governmental Authority having jurisdiction over the Mortgaged Property and the Repairs.

  • Non-Book Entry Certificate to Global Certificate If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.

  • Trustee and Securities Administrator Not Liable for Certificates The Trustee and the Securities Administrator make no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than, in the case of the Securities Administrator, the certificate of authentication on the Certificates) or of any Mortgage Loan, or related document save that the Trustee and the Securities Administrator represent that, assuming due execution and delivery by the other parties hereto, this Agreement has been duly authorized, executed and delivered by it and constitutes its valid and binding obligation, enforceable against it in accordance with its terms except that such enforceability may be subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, and (B) general principles of equity regardless of whether such enforcement is considered in a proceeding in equity or at law. The Trustee and the Securities Administrator shall not be accountable for the use or application by the Depositor of funds paid to the Depositor in consideration of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for the use or application of any funds deposited into the Distribution Account or any other fund or account maintained with respect to the Certificates. The Trustee and the Securities Administrator shall not be responsible for the legality or validity of this Agreement or the validity, priority, perfection or sufficiency of the security for the Certificates issued or intended to be issued hereunder. Except as otherwise provided herein, the Trustee and the Securities Administrator shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Agreement.

  • Book-Entry Certificates (a) Each Class of Book Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book Entry Certificates. The Book Entry Certificates shall initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency, and no Certificate Owner will receive a Definitive Certificate representing such Certificate Owner’s interest in the Book Entry Certificates, except as provided in Section 3.09(c). Unless Definitive Certificates have been issued to Certificate Owners of Book Entry Certificates pursuant to Section 3.09(c): (i) the provisions of this Section 3.09 shall be in full force and effect; (ii) the Depositor, the Master Servicer, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Book Entry Certificates) as the authorized representatives of the Certificate Owners and the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures; (iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control; and (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Certificates are issued pursuant to Section 3.09(c), the initial Clearing Agency will make book entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Book Entry Certificates to such Clearing Agency Participants. (b) Whenever notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be given to Holders of the Book Entry Certificates to the Clearing Agency. (c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, or (ii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book Entry Certificates identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of a Class of Book Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable, with respect to such Definitive Certificates and the Trustee shall recognize the holders of the Definitive Certificates as Certificateholders hereunder.

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