Example ContractsClausesOfficer’s Certificate
Remove:

Officer’s Certificate. A certificate from a Responsible Officer of the Borrower to the effect that # all Specified Representations are true, correct and complete in all material respects (except to the extent any such Specified Representation is qualified by materiality or reference to Material Adverse Effect, in which case, such Specified Representation shall be true, correct and complete in all respects); # after giving effect to the Transactions, no Default or Event of Default under any of Sections 10.1(a) or 10.1(f) has occurred and is continuing; and # each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in Sections 6.1(f) and (g).

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

Officer’s Certificate. Each offer to prepay the Notes pursuant to this [Section 8.2(c)] shall be accompanied by a certificate, executed by a Senior Financial Officer and dated the date of such offer, specifying:

Officer’s Certificate. The Administrative Agent shall have received a certificate of a Financial Officer of the Borrower confirming compliance with the conditions set forth in Sections 4.01(j), (k) and (l))])].

Officer’s Certificate from the Borrower. The Administrative Agent shall have received from an Authorized Officer of the Borrower a certificate: # certifying as to and attaching # its Constituent Documents, # its resolutions or other action of its general partner approving this Agreement and any other matters related thereto, # the incumbency and specimen signature of each of its Authorized Officers and # a good standing certificate from its state or jurisdiction of organization and any other state or jurisdiction in which it is qualified to do business in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect; # confirming that each of the Coverage Tests, Concentration Limitations and Collateral Quality Tests is in compliance both immediately before and after giving effect to this Agreement; # certifying as to the matters set forth in Section 3(a) hereof; and # certifying to the effect that in the case of each item of Collateral pledged to the Collateral Agent as of the date hereof, # the Borrower is the owner of such Collateral free and clear of any liens, claims or encumbrances of any nature whatsoever except for Permitted Liens, # the Borrower has acquired its ownership in such Collateral in good faith without notice of any adverse claim, except as described in the immediately preceding clause (A), (C) the Borrower has not assigned, pledged or otherwise encumbered any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than pursuant to the Credit Agreement, # the Borrower has full right to grant a security interest in and assign and pledge such Collateral to the Collateral Agent and # upon grant by the Borrower, the Collateral Agent has a first priority perfected security interest in the Collateral, except in respect of any Permitted Lien or as otherwise permitted by the Credit Agreement.

Secretary’s Certificate. Each Obligor and each Subsidiary Guarantor shall have delivered to you a certificate certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Agreement and the Subsidiary Guaranty, as applicable.

Secretary’s Certificate. A certificate, dated the Closing Date, executed by the Secretary of the Company and each Guarantor, certifying such customary matters as the Initial Purchasers may reasonably request.

CFO’s Certificate. Certificates of the Chief Financial Officer of the Company, dated the date hereof and the Closing Date, relating to certain financial information included or incorporated by reference in the Time of Sale Document and the Final Offering Memorandum, substantially in the form of Exhibit B attached hereto.

Officer. The Member may, from time to time, designate one or more persons to be the officers of the Company. Any officers so designated shall have such authority and perform such duties as the Member may, from time to time, delegate to them. The Member may assign titles to particular officers. Each officer shall hold office until such officer’s successor shall be duly designated and shall qualify or until such officer’s death or until such officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the officers and agents of the Company shall be fixed from time to time by the Member.

Certificate of Authorized Officer – Hedge Agreements. On the date of delivery of # the financial statements provided for in [Section 9.1(a)] and [Section 9.1(b) and (y)])] each Reserve Report delivered in connection with an Interim Redetermination, a certificate of an Authorized Officer of the (a “Hedging Compliance Certificate”), setting forth # the calculations required to establish whether the and its were in compliance with [Section 9.18] as of such date and # a true and complete list of all commodity Hedge Agreements of the and each Credit Party, the material terms thereof (in respect of the type, term, effective date, termination date and notional amounts or volumes), any credit support agreements relating thereto not listed on [Schedule 8.21] or on any previously delivered Hedging Compliance Certificate and any margin required or supplied under any credit support document; provided that, in the event that the and its are not in compliance with [Section 9.18] on the date on which delivery of any Hedging Compliance Certificate would otherwise be required pursuant to this [Section 9.1(g), (A)])] such non-compliance shall not constitute a Default and # the shall furnish to the such Hedging Compliance Certificate demonstrating compliance with [Section 9.18] within ten (10) days following such date.

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

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.