Provision and contents of Compliance Certificate. (a) The Borrower shall supply a Compliance Certificate to the Agent with each set of Annual Financial Statements and each set of Quarterly Financial Statements.
(b) Each Compliance Certificate shall, amongst other things, set out (in reasonable detail):
(i) computations as to compliance with the Group Interest Cover Covenant and the Group Leverage Covenant (if supplied with financial statements of the Borrower) or the LTV Covenant (if supplied with financial statements of the Guarantors and Portfolio Companies) as at the last day of the Financial Quarter or Financial Year to which it relates;
(ii) a list of Eligible Operating Companies as at the last day of the Financial Quarter or Financial Year to which it relates, showing the computations of PC EBITDA, PC Xxxxxxxx and PC Interest Cover for each such Eligible Operating Company;
(iii) if supplied with Annual Financial Statements of the Borrower, confirmation of the computations of the LTV Covenant in respect of the last Financial Quarter of the relevant Financial Year shown in the relevant Compliance Certificate supplied for that Financial Quarter;
(iv) if supplied with the Quarterly Financial Statements of the Borrower, for each Operating Company:
(A) the percentage of its shares, if any, held (directly or indirectly) by Minority Shareholders during the relevant Financial Quarter, and any change to such percentage during that Financial Quarter (including the date of change and the corresponding impact on the calculation of the PC EBITDA of that Operating Company); and
(B) in the case of an Operating Company that was (or the Holding Company of which was) the subject of a PC Acquisition or PC Disposal during that Financial Quarter, the date of closing and the corresponding impact on the calculation of the PC EBITDA of that Operating Company; and
(v) if supplied with the Quarterly Financial Statements of the Borrower a report on the Transaction Accounts for the relevant Financial Quarter, showing :
(A) the balance of each Transaction Account as at the end of that Financial Quarter;
(B) the amount of any PC Disposal Proceeds withdrawn from the Holding Account during that Financial Quarter, referencing the applicable PC Disposal Proceeds Spend Period, the PC Acquisition against which they were applied and the date of application;
(C) the remaining amount of any PC Disposal Proceeds standing to the credit of the Holding Account as at the end of that Financial Quarter, in each case referencing the PC Disposal f...
Provision and contents of Compliance Certificate. (a) The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to clause 19.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with clause 20 (Financial covenants) and clause 25.13 (Security shortfall).
(b) Each Compliance Certificate shall be signed by the chief financial officer of the Borrower or, in his or her absence, by two directors of the Borrower.
Provision and contents of Compliance Certificate. (a) The Parent Guarantor shall supply to the Agent, with each set of consolidated financial statements of the Parent Guarantor delivered pursuant to Clause 20.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial covenants).
(b) Each Compliance Certificate shall be signed by the chief financial officer of the Parent Guarantor.
Provision and contents of Compliance Certificate. (a) The Company shall supply a Compliance Certificate to the Agent with each set of its Annual Financial Statements and each set of its Quarterly Financial Statements.
(b) The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 25 (Financial covenants).
(c) Each Compliance Certificate (other than the Compliance Certificate delivered with the last set of Quarterly Financial Statements of each Financial Year) shall be signed by two directors of the Company.
Provision and contents of Compliance Certificate. (a) The Company shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.
(b) Each Compliance Certificate shall set out the matters, calculations and figures required by the form of Compliance Certificate attached in Schedule 9 (Form of Compliance Certificate).
(c) Each Compliance Certificate shall be signed by an authorised signatory of the Company and, if required to be delivered with the consolidated Annual Financial Statements of the Company, shall be reported on by the Company’s Auditors in the form agreed by the Company and the Majority Lenders (unless it is such Auditors’ policy not to issue such reports).
Provision and contents of Compliance Certificate. (a) The Company shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.
(b) The Compliance Certificate shall, amongst other things:
(i) set out (in reasonable detail) computations of the Margin and as to compliance with Clause 24 (Financial covenants);
(ii) identify which members of the Restricted Group are Material Companies and confirm compliance with Clause 25.16 (Guarantors); and
(iii) contain a schedule setting out (in reasonable detail) the calculations contained in the relevant Compliance Certificate.
(c) Each Compliance Certificate shall be signed by two directors of the Company and, if required to be delivered with the consolidated Annual Financial Statements of the Company, shall (provided it is general practice for the Auditors to do so) be reported on by the Company’s Auditors in the agreed form between the Auditors, the Company and the Agent (acting on the instructions of the Majority Lenders) as to the proper extraction of the numbers used in the calculation of the financial covenants contained in Clause 24.2 (Financial condition).
Provision and contents of Compliance Certificate. (a) The Company shall supply a Compliance Certificate to the Facility Agent with each set of audited consolidated Annual Financial Statements of the Parent and each set of its consolidated Quarterly Financial Statements of the Parent.
(b) The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with clause 23 (Financial Covenants) and clauses 29.7 and 29.8 (Additional Guarantors).
(c) Each Compliance Certificate shall be signed by an authorised signatory and the CFO of the Parent and, when delivered with the consolidated Annual Financial Statements of the Parent, shall be reported on by the Parent's Auditors in the form agreed by the Parent and the Majority Lenders prior to the date of this Agreement.
Provision and contents of Compliance Certificate. (a) The Parent shall supply to the Agent, who will distribute to each Lender:
(i) with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 26.1 (Financial statements) if the Public Debt Ratings are equal to or higher than BBB- and Baa3 (with at least a stable outlook); provided that if at any time after the date hereof three Public Debt Ratings have been issued, this paragraph (i) shall be interpreted to mean at least two of the three Public Debt Ratings issued by the Rating Agencies being equal to or higher than BBB- or Baa3 as applicable; or
(ii) otherwise with each set of financial statements delivered pursuant to paragraphs (a), (b) and (c) of Clause 26.1 (Financial statements),
Provision and contents of Compliance Certificate. (a) Parent shall supply a Compliance Certificate to the Administrative Agent quarterly with each set of its financial statements delivered under Section 5.01 above.
(b) The Compliance Certificate shall, among other things, (i) certify that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specify the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) set out (in reasonable detail) computations as to (x) compliance with Section 6.02 and (y) the Available Amount as of the end of the fiscal period then ended and any uses of the Available Amount during such period (and, in the event that any Permitted Acquisition, Permitted Loan, Permitted Investment or Restricted Payment for which the Available Amount could have been used but for the existence of a basket has occurred during such period, the usage and remaining amount of such basket) and (iii) in the case of a Compliance Certificate delivered with the financial statements required by Section 5.01(a), set forth Parent’s calculation of Excess Cash Flow for the Fiscal Year then ended.
(c) Each Compliance Certificate shall be signed by two authorized officers of Parent and, if required to be delivered with the consolidated Annual Financial Statements of Parent, shall be reported on by Parent’s Auditors in a form acceptable to the Auditors and reasonably acceptable to the Administrative Agent.
Provision and contents of Compliance Certificate. (a) The Guarantor shall supply a Compliance Certificate to the Agent with each set of its audited consolidated Annual Financial Statements and each set of its consolidated Quarterly Financial Statements.
(b) The Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with Clause 23 (Financial Covenants).
(c) Each Compliance Certificate shall be signed by one officer of the Guarantor and, if required to be delivered with the consolidated Annual Financial Statements of the Guarantor, shall be reported on by the Guarantor’s Auditors in the form agreed by the Guarantor and the Majority Lenders.
