Officer’s Certificate. Purchaser shall deliver to HoldCos a certificate signed by Purchaser, dated as of the Closing Date (in form and substance reasonably satisfactory to HoldCos), certifying that the conditions specified in Sections 7.3(a) and (b) have been satisfied as of the Closing;
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
Officer’s Certificate. At the time of delivery of the financial statements provided for in [Sections 7.1(a) and 7.1(b)])], a certificate of a Responsible Officer of BRT, substantially in the form of [Exhibit 7.1](c), (i) demonstrating whether there has been compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such fiscal period, including such detail and supporting documentation as reasonably requested by the Administrative Agent (and in the case of [Section 7.2(d)] and [Section 7.2(e)], indicating the number of fiscal quarters for which such ratio has exceeded 0.60 to 1.0), # stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrowers propose to take with respect thereto, # providing information regarding dividends and redemption of shares in a manner to demonstrate compliance with [Section 8.7] and # updating [Schedule 6.15], [Schedule 6.21] and [Schedule 6.25], as appropriate. Such certificate shall be delivered in both electronic and printed form.
Accountant’s Certificate. Within the period for delivery of the annual financial statements provided in [Section 7.1(a)], a certificate of the accountants conducting the annual audit stating that they have reviewed this Credit Agreement and stating further whether, in the course of their audit, they have become aware of any Default or Event of Default under Section 7.2 and, if any such Default or Event of Default exists, specifying the nature and extent thereof.
Officer’s Certificate. On the Effective Date, Lender shall have received a certificate, dated the Effective Date and signed on behalf of Borrower by the chairman of the board, the chief executive officer, the chief financial officer, the president or any vice president of Borrower, certifying on behalf of Borrower that all of the conditions in Sections 5.05, 5.06, 5.07 and 6.011] have been satisfied on such date.
Solvency Certificate. On the Effective Date, Lender shall have received a solvency certificate from the chief financial officer of Borrower in the form of [Exhibit G].
Estoppel Certificate. Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge and deliver a statement in writing in any form reasonably requested by a proposed lender or purchaser, # certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, # acknowledging that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and # setting forth such further information with respect to the status of this Lease or the Premises as may be reasonably requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenants failure to deliver such statement within such time shall be conclusive upon Tenant that the Lease is in full force and effect and without modification except as may be represented by Landlord in any certificate prepared by Landlord and delivered to Tenant for execution.
Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in the form attached hereto as [Exhibit J], and certified as accurate by the chief financial officer of the Borrower.
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].
Closing Certificate. Receipt by the Domestic Administrative Agent of a certificate signed by a Responsible Officer of the Parent Borrower certifying that # the conditions specified in [Sections 5.01(c) and (d)])] and [Sections 5.02(a) and (b)])] have been satisfied and # the Parent Borrower and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.