Financial Officer’s Certificates Sample Clauses

Financial Officer’s Certificates. (i) Concurrently with any delivery of financial statements under Section 5.04(a) or (b), a duly completed Compliance Certificate;
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Financial Officer’s Certificates. As long as any Advances shall be outstanding, on each Monday and Thursday of each calendar week (or, if not a Business Day, on the next succeeding Business Day) and, if more frequent, on each date on which an Advance Request is delivered and on each date an Advance is made, deliver to GM the Weekly Cash Projection and the Specified Availability Certificate.
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Financial Officer’s Certificates. (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c), a Compliance Certificate certifying that no Default exists or, if a Default does exist, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) setting forth computations in reasonable detail satisfactory to the Co-Collateral Agents demonstrating compliance with the covenants contained in Section 6.10 (whether or not such financial covenants are applicable at such time), (B) a summary of the pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from the consolidated statement of operations and the consolidated balance sheet and (C) a list identifying each subsidiary of the Administrative Borrower as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirming that there is no change in such information since the later of the Closing Date and the date of the last such list; and (iii) concurrently with any delivery of financial statements pursuant to Section 5.01(a), a Perfection Certificate Supplement either confirming that there has been no change in the information required to be contained therein since the date of the Perfection Certificate delivered on the Closing Date or, if later, the date of the most recent Perfection Certificate Supplement delivered pursuant to this Section and/or identifying such changes. From time to time, the Administrative Borrower may deliver to the Agent a Perfection Certificate Supplement identifying any changes since the last Perfection Certificate Supplement delivered to the Agent;
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Financial Officer’s Certificates. A certificate of a Financial Officer of the Issuer to the effect that: (i) the representations and warranties contained in each Note Document are true and correct on and as of the Closing Date, before and after giving effect to the transactions contemplated hereby, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ii) no event has occurred and is continuing that constitutes a Default or an Event of Default (including, without limitation, any Default or Event of Default arising out of a default under or in respect of the Senior Notes); and (iii) as of the Closing Date and following the issuances of the Notes and after giving effect to the application of the proceeds thereof, and taking into account all rights of indemnity, subrogation and contribution of the Obligors under applicable law and under Section 9.08, each Obligor is Solvent. Such certificate shall also state that the financial projections and underlying assumptions upon which the conclusions set forth in such analysis in clause (iii) above were based are, on the Closing Date, fair and reasonable in the opinion of the Issuer and accurately computed and that the portion of contingent liabilities of the Issuer that have been included for purposes of the above determinations shall be the amount of such contingent liabilities that, in light of all facts and circumstances existing at such time, could reasonably be expected to become actual matured liabilities of the Issuer.
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Financial Officer’s Certificates. Concurrently with any delivery of financial statements under Section 5.01(a) or (c), a Compliance Certificate certifying that no Default has occurred or, if a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and setting forth computations in reasonable detail satisfactory to the Administrative Agent and the Collateral Agents demonstrating compliance with the covenants contained in Section 6.10;
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Financial Officer’s Certificates. The Administrative Agent shall have received a certificate, dated as of the Amendment No. 3 Pricing Change Effective Date and signed by a Financial Officer of the Borrower, certifying compliance with the conditions precedent set forth in Sections 4.01(b), 4.01(c) and 4.02(i) of the Term Loan Agreement.
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Financial Officer’s Certificates. A certificate of a Financial Officer of each of the Company and MFNS to the effect that: (i) the representations and warranties contained in each Transaction Document are true and correct on and as of the Closing Date, before and after giving effect to the transactions contemplated hereby, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (ii) no event has occurred and is continuing that constitutes a Default or an Event of Default under the terms of the Note; and (iii) as of the Closing Date and following the issuance of the Note and after giving effect to the application of the proceeds thereof, each of the Company and MFNS is Solvent. Such certificate shall also state that the financial projections and underlying assumptions upon which the conclusions set forth in such analysis in clause (iii) above were based are, on the Closing Date, fair and reasonable in the opinion of the Company and accurately computed and that the portion of contingent liabilities of the Company that have been included for purposes of the above determinations shall be the amount of such contingent liabilities that, in light of all facts and circumstances existing at such time, could reasonably be expected to become actual matured liabilities of the Issuer.
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Financial Officer’s Certificates. The Purchaser shall have received a certificate of a Financial Officer of the Company to the effect that as of the Closing Date and following the issuance of the Convertible Notes and after giving effect to the application of the proceeds thereof, after giving effect to the consummation of the transactions contemplated by the other Transaction Documents, the Senior Credit Facility, the Nortel Agreement, the Bechtel Agreement and the other Vendor Agreements and the Affiliate Financing Documents, and taking into account all rights of indemnity, subrogation and contribution of the Company under applicable law, each of the Company and MFNS is Solvent. Such certificate shall also state that the financial projections and underlying assumptions upon which the conclusions set forth in such analysis were based are, on the Closing Date, fair and reasonable in the opinion of the Company and accurately computed and that the portion of contingent liabilities of the Company that have been included for purposes of the above determinations shall be the amount of such contingent liabilities that, in light of all facts and circumstances existing at such time, could reasonably be expected to become actual matured liabilities of the Company.
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Financial Officer’s Certificates. The Administrative Agent shall have received a certificate of the Chief Financial Officer of the Borrower, in the form of Exhibit H hereto, dated as of the Borrowing Date, certifying that: (i) each of the representations and warranties of the Borrower contained in the Loan Documents is true and correct in all material respects on the Borrowing Date as if made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualifications therein) in all respects on such respective dates; (ii) no Event of Default or Prospective Default has occurred and is continuing on such date or will result from the consummation of the transactions contemplated by this Agreement; (iii) excluding the Permitted Indebtedness taken after the Effective Date, the outstanding financial Indebtedness of the Borrower and its Subsidiaries (on a Consolidated basis) does not exceed S/1,717,360,000; and, the outstanding commercial Indebtedness of the Borrower and its Subsidiaries (on a Consolidated basis) with suppliers does not exceed S/797,008,000; (iv) the principal amount of the Loans requested for disbursement on the Borrowing Date in the aggregate shall be greater than the amount of principal, interests (accrued through the Borrowing Date) and break funding costs on the Loan Repaid Indebtedness that would be required to be paid on the Borrowing Date in order to repay in full and discharge the Loan Repaid Indebtedness; and (v) the insurance coverage of the Borrower is consistent with that of other companies of substantially similar size and scope of operations in the same or substantially similar businesses and otherwise in compliance with the terms of Section 8.16 (Insurance); and that all premiums and other amounts theretofore due and payable thereon have been paid.
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Related to Financial Officer’s Certificates

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a), (b) or (c) above, a Compliance Certificate certifying that no Default has occurred since the date of the last certificate delivered pursuant to this clause (i) or, if such a Default has occurred, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b) above, a Compliance Certificate setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10; (iii) in the case of Section 5.01(a) above, a Compliance Certificate (i) either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the most recent Compliance Certificate delivered pursuant to this Section and/or identifying such changes and (iv) in the case of Section 5.01(a) above, if the accounting firm is not restricted from providing such report by its office policies, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with GAAP, whether such accounting firm obtained knowledge that any Default has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying in reasonable detail the nature and extent thereof;

  • Chief Financial Officer’s Certificate The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B hereto.

  • Annual Officer’s Certificate (a) Not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Master Servicer and the Sarbanes Certifying Party a Servicing Officer’s certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officers and the nature and status thereof including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), or at any other time that the Master Servicer or the Sarbanes Certifying Party provides a certification pursuant to Xxxxxxxx-Xxxxx and upon thirty (30) days written request of such parties, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Master Servicer and the Sarbanes Certifying Party for the benefit of the Trust Fund and the Master Servicer and the Sarbanes Certifying Party and its officers, directors and affiliates, in the form of Exhibit F hereto.

  • Manager Officers’ Certificate The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: the representations and warranties of the Manager in this Agreement are true and correct; the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Officer’s Certificates Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

  • Delivery of Officer’s Certificate The Company shall have furnished or caused to be furnished to the Manager a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Registration Statement, the Prospectus and the Incorporated Documents, there has been no Material Adverse Effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement and the Prospectus.

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • Officer’s Compliance Certificates As soon as practicable (and in any event within 60 days after the close of each of the first three quarters of its fiscal year and within 120 days after the close of each fiscal year), a statement signed by one of the Parent’s financial officers substantially in the form of Exhibit M (commencing with the fiscal quarter ending September 30, 2014) and such other information as the Facility Agent may reasonably request;

  • Reliance on Officer’s Certificate Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

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