Example ContractsClausesIncumbency Certificate
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Officer’s Certificate. A certificate from a Responsible Officer of the Borrower to the effect that # all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case such representation and warranty shall be true, correct and complete in all respects) as of the Closing Date; # none of the Credit Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents as of the Closing Date; # after giving effect to the Transactions, no Default or Event of Default has occurred and is continuing; # since , no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and # each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in [Section 6.1] and [Section 6.2].

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 and Form 10-Q report for the quarter ended 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 , 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. Sellers shall deliver to Purchaser a certificate signed by Sellers, dated as of the Closing Date (in form and substance reasonably satisfactory to Purchaser), certifying that the conditions specified in [Sections 7.2(a) and (b)])] have been satisfied as of the Closing.

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Closing Certificate. The Agent shall have received, with a copy for each Bank, a Closing Certificate, substantially in the form of [Exhibit H] and dated the Closing Date, executed by a Responsible Officer.

Estoppel Certificate. At any time and from time to time, upon not less than ten (10) days’ prior written request, each of Landlord or Tenant shall execute, acknowledge and deliver to the other for such requesting party’s business purposes, a written statement certifying, to the extent true: # that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications); # the dates to which the rent and any other charges have been paid; # to such party’s knowledge, whether or not the other party is in default in the performance of any obligation, and if so, specifying the nature of such default; # the address to which notices are to be sent; # that this Lease is, subject to the terms hereof, subject and subordinate to all Mortgages encumbering the Commercial/Garage Unit or the Land; # that Tenant has accepted the Premises and that all work thereto has, to the best of Tenant’s knowledge, been completed (or if such work has not been completed, specifying the incomplete work); and # such other matters as such party may reasonably request. Any such statement may be relied upon by the party requesting same, any prospective purchaser of the Commercial/Garage Unit or the Land, any holder or prospective holder of a Mortgage or any other person or entity. Tenant acknowledges that time is of the essence to the delivery of such statements and that Tenant’s failure to deliver timely such statements may cause substantial damages resulting from, for example, delays in obtaining financing.

Officer’s Certificate. The Lender shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Company, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth in [clauses (ii) and (iii)])] of the first sentence of [Section 4.02].

Officers’ Certificate. A certificate dated the Closing Date, signed by # the Chief Executive Officer and # the principal financial or accounting officer of the Company, and by # the President or Vice President and # the Treasurer of each of the Guarantors, on behalf of the Company and the Guarantors, to the effect that # the representations and warranties set forth in [Section 4] hereof are true and correct in all material respects with the same force and effect as though expressly made at and as of the Closing Date, # the Company and the Guarantors have performed and complied with all agreements and satisfied all conditions in all material respects on its part to be performed or satisfied at or prior to the Closing Date, # at the Closing Date, since the date hereof, no event or events have occurred, no information has become known nor does any condition exist that, individually or in the aggregate, would have a Material Adverse Effect (including on a pro forma basis after giving effect to the Acquisition), # since the date of the most recent financial statements in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof), other than as described in the Time of Sale Document and the Final Offering Memorandum (exclusive of any amendment or supplement thereto after the date hereof) or contemplated hereby, neither the Company, the Guarantors nor any other Subsidiary has incurred any liabilities or obligations, direct or contingent, not in the ordinary course of business, that are material to the Company and the Subsidiaries, taken as a whole, or entered into any transactions not in the ordinary course of business that are material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and there has not been any change in the capital stock or long-term indebtedness of the Company, the Guarantors or any other Subsidiary of the Company that is material to the business, condition (financial or otherwise) or results of operations or prospects of the Company and the Subsidiaries, taken as a whole, and that such statements shall also be true and correct on a pro forma basis after giving effect to the Acquisition, # to his knowledge, the sale of the Securities has not been enjoined (temporarily or permanently) and # to the effect of [Section 7(f)] below.

Certificate Legend. In addition to any legends placed on certificates pursuant to [Section 8.3], each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:

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