Example ContractsClausesEstoppel Certificate
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Borrower's Certificate/Guarantor's Certificate. Borrowers shall have delivered to the Bank such certificates, dated as of the Closing Date, and signed by the Chief Executive Officer and Chief Financial Officer of Borrowers, and the Board of Directors of Guarantor, as applicable, an a manner in compliance with Borrowers' respective operating agreements or limited liability company agreements, certifying # to the matters covered by the conditions specified in [subsections (a) and (b)])] of this Section

Upon request by , shall promptly (and in any event within ten (10) days after such request), give notice to each commercial Tenant demanding that such Tenant execute and deliver an estoppel certificate in form and substance reasonably

Section # This Certificate shall have the effect of estopping the undersigned from making any assertions contrary to the contents hereof; and shall serve as a waiver of any claim by the undersigned to the extent that such claim is asserted against any person permitted to rely upon, and who has acted in reliance upon, this estoppel certificate.

Tenant-executed estoppel certificates (each an “Estoppel Certificate”) dated within thirty (30) days of the Closing Date either substantially in the form of Exhibit I attached hereto and made a part hereof (with blanks therein completed with information relevant to the subject Lease) or, if more restrictive, containing such information as is required pursuant to the terms of the subject Lease, in either case, from all of the Tenants; provided, however, that no Estoppel Certificate shall disclose any fact materially adverse to the applicable Tenant, such Tenant’s Lease, the Property or [[Organization B:Organization]] or materially inconsistent with the representations and warranties of [[Organization A:Organization]] provided herein; it being acknowledged and agreed that the obligation of [[Organization B:Organization]] to close the transactions contemplated by this Agreement shall not be contingent upon any particular existing Lease remaining in force and effect or remaining without default as of the Closing Date;

Compliance Certificate; Collateral Value Certificate. Together with the financial statements required under Sections 7.1(A) and (B):

Officer’s Certificate. A certificate, dated the Original Effective Date and signed by

Officer’s Certificate. Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in [Sections 4.1(a), 4.2 and 4.9]9] have been fulfilled.

Closing Certificate. The Administrative Agent shall have received # a certificate of each Loan Party party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit C-11], with appropriate insertions and attachments, # a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and # a certificate from a Responsible Officer of the Borrower, substantially in the form of Exhibit C-22].

Solvency Certificate. The Administrative Agent shall have received a solvency certificate, dated as of the Closing Date and after giving effect to the Transactions, from an authorized officer of the Borrower, substantially in the form of [Exhibit D].

Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrowers on behalf of the Credit Parties as of the Closing Date stating that # the Credit Parties and each of their Subsidiaries are in compliance with all existing material financial obligations, # no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority that purports to affect a Credit Party or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding could have or could be reasonably expected to have a Material Adverse Effect, # the financial statements and information included in the Borrowers’ Form 10-K report for the year ended December 31, 2017 and Form 10-Q report for the quarter ended March 31, 2018 were prepared in good faith and using reasonable assumptions and # immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein to occur on such date, # each of the Credit Parties is Solvent, # no Default or Event of Default exists, # all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, and # the Credit Parties and their Subsidiaries are in compliance as of March 31, 2018, and will be in compliance on a Pro Forma Basis, using the most recently available financial statements and adjusting for any impairments and any capital markets events (including any refinancing of the Term Loan C Agreement) since the date of such financial

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