Financial Compliance. Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the "Financial Compliance Information"), reasonably requested by Company for purposes of permitting Company and its parent company, HEI, to comply with the requirements (initial and on-going) of (i) the accounting principles of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 810, Consolidation ("FASB ASC 810"), (ii) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 ("SOX 404"), and (iii) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810 and SOX 404, issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other Governmental Authorities. In addition, if required by Company in order to meet its compliance obligations, Seller shall allow Company or its independent auditor to audit, to the extent reasonably required, Seller's financial records, including its system of internal controls over financial reporting; provided, however, that Company shall be responsible for all costs associated with the foregoing, including but not limited to Seller's reasonable internal costs. Company shall limit access to such Financial Compliance Information to persons involved with such compliance matters and restrict persons involved in Company's monitoring, dispatch or scheduling of Seller and/or Facility, or the administration of this Agreement, from having access to such Financial Compliance Information (unless approved in writing in advance by Seller).
Financial Compliance. Calculation: No calculation Data Source: Annual Fiscal Audit Report, Desk Audit of Policies, Other Formal Notifications Received by School Exceeds Standard The school has met standard for 3 or more consecutive years, including the most recently completed school year.
Financial Compliance. A. The Network shall comply with all state financial and budget rules, regulations, and financial reporting requirements with which the District is required to comply, including but not limited to:
Financial Compliance. A. The School shall comply with all state financial and budget rules, regulations, and financial reporting requirements with which the District is required to comply, including but not limited to:
Financial Compliance. (a) Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the “Information”), reasonably requested by Company for purposes of permitting Company and Hawaiian Electric Industries, Inc. (“HEI”) to comply with the requirements (initial and on-going) of (i) identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 810, Consolidation (“FASB ASC 810”), (ii) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (iii) all clarifications, interpretations and revisions of and regulations implementing FASB ASC 810 and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Task Force or other governing agencies. In addition, if required by Company in order to meet its compliance obligations, Seller shall allow Company or its independent auditor, to audit, to the extent reasonably required, Seller’s financial records, including its system of internal controls over financial reporting; provided that Company shall be responsible for all costs associated with the foregoing, including but not limited to Seller’s reasonable internal costs. Company shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in Company’s monitoring, dispatch or scheduling of Seller and/or Facility, or the administration of the Agreement, from having access to such Information(unless approved in writing in advance, by Seller). SHEET NO. 88L Effective October 22, 2010
(b) If there is a change in circumstances during the term of the Agreement that would trigger consolidation of Seller’s finances on to Company’s balance sheet, and such consolidation is not attributable to Company’s fault, then the Parties will take all commercially reasonable steps, including modification of the Agreement, to eliminate the consolidation, while preserving the economic “benefit of the bargain” to both Parties.
(c) Company shall, and shall cause HEI to, maintain the confidentiality of the Information as provided in this Section 14 (Financial Compliance). Company may share the Information on a confidential basis with HEI and the independent auditors and attorneys for HEI and Company. ...
Financial Compliance. 11.1 All Parties to this Agreement shall abide by all applicable national and international laws and regulations related to financial sanctions, anti-money laundering, and counter- terrorism financing for the purposes of long-term cooperation, mutual development, mutual goodwill, and financial compliance. The party making payments hereunder and its subsidiaries, directors, or senior management, or to the best of its knowledge, its Related Companies, agencies, employees, or employees of its subsidiaries (1) are not subjects or objects of financial sanctions, (2) are not held or controlled by subjects or objects of financial sanctions, and (3) did not involve in activities that may violate laws and regulations of anti-money laundering and counter-terrorism financing. The capital provided hereunder by the party making payments is not from or related to a sanction target, nor is it linked with any illegal activities. The party making payments shall not directly or indirectly use such capital in supporting any business or activity of a sanction target. If a party violates the aforementioned clauses, and as a result, the non-breaching party is punished or sanctioned by the relevant authority, the breaching party shall hold harmless and indemnify the non-breaching party from any financial losses arising from the negative impacts on the market, or any penalties, or compensations. The non-breaching party also has the right to terminate this Agreement.
Financial Compliance. Seller shall provide or cause to be provided to Company on a timely basis, as reasonably determined by Company, all information, including but not limited to information that may be obtained in any audit referred to below (the "Information"), reasonably requested by Company for purposes of permitting Company and HEI to comply with the requirements (initial and on-going) of (i) identifying variable interest entities and determining primary beneficiaries under the accounting principles of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 810, Consolidation ("FASB ASC 810"),
Financial Compliance. A. AES Hawaii shall provide existing information in the possession of AES Hawaii that is reasonably requested by HECO (the “Information”) for purposes of permitting HECO and Hawaiian Electric Industries, Inc. (“HEI”) to comply with the requirements of (1) Accounting Standards Codification 810, Consolidation (formerly FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” and FASB Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46R”), (2) Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX 404”) and (3) all clarifications, interpretations and revisions of and regulations implementing Accounting Standards Codification 810 and SOX 404 issued by the FASB, Securities and Exchange Commission, the Public Company Accounting Oversight Board, Emerging Issues Tax Force or other governing agency. In addition, if required by HECO in order to meet its compliance obligations and upon reasonable prior written notice from HECO, AES Hawaii shall allow HECO or its independent auditor to audit, to the extent as is reasonably required, AES Hawaii’s financial records, including its system of internal controls over financial reporting; provided that HECO shall be responsible for all costs associated with the foregoing, including, but not limited to AES Hawaii’s reasonable internal costs. HECO shall limit access to such Information to persons involved with such compliance matters and restrict persons involved in HECO’s monitoring, dispatch or scheduling of AES Hawaii and/or the Facility, or the administration of this Agreement, from having access to such Information, (unless such participation is approved, in writing in advance, by AES Hawaii). Persons who obtain access to any Information at any time shall not participate in any future negotiations of amendments, modifications, clarifications or renewals or replacements of this Agreement. Notwithstanding anything to the contrary herein, prior to any request for Information or any audit of AES Hawaii that may be required pursuant to this Section 24.16, HECO must provide to AES Hawaii (a) a written request from HECO’s accounting officer that sets forth the justification for such request for Information or audit in reasonable detail, (b) the underlying analysis performed by HECO that validates such request for Information or audit and (c) a written confirmation from HECO’s independent auditors that such request for Information or audit is necessary for HECO in order to me...
Financial Compliance. 12.1 Both Parties shall comply with any and all applicable domestic and international laws and regulations on economic sanctions, anti-money laundering and counter-terrorism financing.
12.2 You represent, warrant, and undertake to HONOR that:
(a) neither You nor any of Your subsidiaries, directors of the board, or executives, or, to Your best knowledge, any of Your shareholders, Affiliates, agents, or employees is an individual or body corporate ("Entity"), that is, or is controlled or owned (via shareholding) by Entities that are the subject/target ("Object of Sanction") of any economic sanctions, embargoes, or other restrictive measures enacted, administered, imposed, or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, the People's Republic of China, and/or any other relevant governmental institutions, agencies, or authorities;
(b) none of the funds provided or to be provided by You under this Agreement are or have been directly or indirectly connected with any Object of Sanction or any activities that may violate any applicable laws/regulations, and that none of the funds received or to be received by You under this Agreement are or have been used to support or assist any activities that violate any applicable laws /regulations; and
(c) the bank account information provided by You is accurate, and Your bank account is registered in accordance with any and all applicable laws and regulations of the place (country/region) where You are located and/or where Your business is registered and Your bank account is opened.
Financial Compliance. The financial statements of the Consolidated Group referenced in Section 3.4(a) and evidence that as at December 31, 2018 determined on a consolidated basis in accordance with GAAP on a pro forma basis to give effect to the Indebtedness repaid and the Indebtedness incurred on the Effective Date (i) the Leverage Ratio of the Consolidated Group shall not be greater than 6.0 to 1.0, (ii) the Consolidated Tangible Net Worth of the Consolidated Group shall not be less than $47,500,000 and (iii) the Consolidated Working Capital of the Consolidated Group shall not be less than $110,000,000. The Borrower shall also deliver a certificate signed by a Responsible Officer certifying to and showing the calculations of Consolidated Group’s compliance with the requirements of this Section 4.1(h).