Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, a certificate of the president, chief financial officer or treasurer of the Borrower as to the financial performance of the Borrower and its Subsidiaries on a consolidated basis, in substantially the form attached hereto as Exhibit E:
(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish whether or not the Borrower was in compliance with Sections 7.5 and 7.6 hereof; and
(b) stating that, to the best of his or her knowledge, no Default has occurred and is continuing as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default.
Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, a certificate of the president, chief financial officer or treasurer of the Company as to the financial performance of the Company and its Subsidiaries on a consolidated basis, in substantially the form attached hereto as Exhibit E:
(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish whether or not the Company was in compliance with Sections 7.5 and 7.6 hereof; and
(b) stating that, to the best of his or her knowledge, no Default has occurred and is continuing as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Company with respect to such Default.
Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president or chief financial officer of the Borrower as to its financial performance:
(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f), and (ii) whether or not the Borrower was in compliance with the requirements of Sections 7.8, 7.9, 7.10, 7.11 and 7.12; and
(b) stating that no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default.
Performance Certificates. At the time the annual and quarterly financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, the Performance Certificate:
(a) setting forth as at the end of such quarterly period or fiscal year, as the case may be, whether or not EnergySolutions or Parent was in compliance with the requirements of Section 7.7 hereof; and
(b) stating that, to his or her knowledge, no Default or Event of Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by EnergySolutions with respect to such Default or Event of Default.
Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president or chief financial officer of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit M:
(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f), and (ii) whether or not the Borrower was in compliance with the requirements of Sections 7.7, 7.8, 7.9, 7.10 and 7.11;
(b) stating that, to the best of his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; and
(c) containing a list of all Acquisitions, Investments, Restricted Payments and dispositions of assets from the Agreement Date through the date of such certificate, together with the total amount for each of the foregoing categories.
Performance Certificates. 59 SECTION 6.4
Performance Certificates. Together with the delivery of the financial statements pursuant to Section 7.1 hereof, a certificate of an Authorized Signatory of the Borrower, in substantially the form of Exhibit R attached hereto:
(a) setting forth as at the end of such quarter or year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin and (ii) whether or not the Borrower was in compliance with the requirements of the Financial Covenants;
(b) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarter or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing, and the steps being taken by the Borrower with respect to such Default or Event of Default;
(c) setting forth a list updating the information set forth on Schedule 5.1(c)-1 with respect to the Borrower Parties and on Schedule 5.1(c)-2 with respect to the Unrestricted Subsidiaries, in each case to the extent that the Borrower shall have formed or acquired any new Subsidiaries or designated any additional Unrestricted Subsidiaries during such quarter;
(d) setting forth a list and description of all Investments, Restricted Payments and Restricted Purchases made by the Rainbow Companies during such quarter; and
(e) setting forth a list and description of, together with applicable financial statements, if available, for any Acquisition, formation or designation of any new Subsidiary of any Rainbow Company during the period for which such performance certificate is being given.
Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2 hereof, the Performance Certificate:
(a) setting forth as at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) the Applicable Margin pursuant to Section 2.3(f) hereof, and (ii) whether or not the Borrower was in compliance with the requirements of Sections 7.10, 7.11, 7.12 and 7.13 hereof;
(b) setting forth on a consolidated basis for the Borrower and its Subsidiaries, for each such fiscal quarter or fiscal year, as the case may be, (i) a summary of monthly revenues and (ii) (A) the number of Active Meters at the beginning of such period, (B) the number of new Active Meters added or deactivated during such period and (C) the number of Active Meters at the end of such period;
(c) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and
(d) setting forth, as of the end of such fiscal quarter or year, a list of any IOAs pursuant to which the Borrower or any of its Subsidiaries is then providing cellular telephone or other wireless telecommunications services.
Performance Certificates. At the time the financial statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president or chief financial officer of the Borrower as to its financial performance, in substantially the form attached hereto as EXHIBIT R:
(a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) hereof, and (ii) whether or not the Borrower was in compliance with the requirements of Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof;
(b) setting forth on a consolidated basis for the Borrower and its Subsidiaries for each such fiscal quarter (i) the number of subscribers at the beginning of the quarter, (ii) the number of gross new subscribers added and deactivated subscribers lost during the quarter, and (iii) the number of subscribers at the end of the quarter; and
(c) stating that, to the best of his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default.
Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 hereof, a Performance Certificate:
(i) setting forth as at the end of such fiscal month, (A) the arithmetical calculations required to establish whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 and Section 8.2 hereof, and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal month) (I) Net Proceeds from any Specified Dispositions or (II) Specified Equity Contributions, in either case in an amount sufficient to cover such operating expenses and not used for other purposes;
(ii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and
(iii) accompanied by a forecast of weekly cash receipts and disbursements for the immediately succeeding fiscal month certified as reasonable by a Principal Officer of the Borrower.
(b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate:
(i) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (A) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; "
(ii) setting forth a summary of all Investments received by (x) any member of the InternetCo Group (other than from any other member of the InternetCo Group), (y) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Joint Venture, in each case during the applicable fiscal quarter, which summary shall (A) include the total amount of all such Investments received from and after the Agreement Date, (B) ...
