A Certificate signed by the President Clause Samples
This clause establishes that a certificate signed by the President serves as official evidence of a particular fact or event within the context of the agreement. In practice, such a certificate might confirm the occurrence of a triggering event, the fulfillment of a condition, or the accuracy of certain information relevant to the contract. By designating the President's signed certificate as authoritative, the clause streamlines the process of proving facts, reduces disputes over evidence, and ensures clarity and efficiency in contract administration.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower in his or her capacity as such officer certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
(A) List date, Type, Class, principal amount and Interest Period (if applicable) of existing Borrowing: ___________
(B) Aggregate principal amount of resulting Borrowing:11 $_________________
(C) Effective date of interest election (which is a Business Day):________________
(D) Type of Borrowing:12 ____________________________________
(E) Interest Period and last day thereof (if a Term Benchmark Borrowing):13 _____________________ 11 Must comply with Section 2.02(c) of the Credit Agreement. 12 Specify ABR Borrowing or Term Benchmark Borrowing. 13 Applicable to Term Benchmark Borrowings only. Shall be subject to the definition of “Interest Period” and can be a period of one, three or six months. Cannot extend beyond the Maturity Date. If an Interest Period is not specified, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Very truly yours, PUGET SOUND ENERGY, INC., as Borrower By: Name: Title: I, [_____________________], the [_____________________] of Puget Sound Energy, Inc., a Washington corporation, (the “Borrower”) with responsibility for financial matters of the Borrower, hereby certify, in my capacity as such and not in my individual capacity, on behalf of the Borrower that I am the [_____________________] of the Borrower, that I am familiar with the properties, businesses, assets, finances and operations of the Borrower Group and that I am duly authorized to execute this Solvency Certificate on behalf of the Borrower, which is being delivered pursuant to the Amended and Restated Credit Agreement, dated as of May 16, 2022 (as amended, amended and restated, supplemented and/or modified and in effect from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto from time to time and Mizuho Bank, Ltd., as Administrative Agent. Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the Credit Agreement. In reaching the conclusions set forth in this Solvency Certificate, I have carefully reviewed the Financing Documents and the contents of this Solvency Certificate and, in connection herewith, have taken into consideration all things...
A Certificate signed by the President a Vice President or a Financial Officer of the Company certifying the following as of the Effective Date: (i) all of the representations and warranties of the Company set forth in the Credit Agreement (other than the representation contained in Section 3.04(b)) are true and correct on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date) and (ii) no Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) that all of the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of the Effective Date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) that all of the representations and warranties contained in Article III of the Loan Agreement are true and correct as of the Funding Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (ii) that no Default or Event of Default has occurred and is then continuing. Reference is hereby made to the Loan Agreement dated as of August 11, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among PerkinElmer, Inc., a Massachusetts corporation (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Pursuant to the provisions of Section 2.17 of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings given to them in the Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: , 20[__] Reference is hereby made to the Loan Agreement dated as of August 11, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”),...
A Certificate signed by the President a Vice President or a Financial Officer of the Company certifying the following: (i) all of the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) (except to the extent any such representation or warranty expressly relates to any earlier and/or specific date, in which case such representation and warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier and/or specific date) and (ii) no Default or Event of Default has occurred and is then continuing.
1 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.
2 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of the Netherlands. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the Specified Representations and the Specified Merger Representations are true and correct in all material respects as of the Effective Date (except, in the case of any such representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that any such representation qualified by or subject to “material adverse effect,” “material adverse change” or similar term or qualification is true and correct in all respects (after giving effect to any such qualification or materiality threshold) and (ii) no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of Holdings or the Borrower certifying the following: (i) all of the representations and warranties of Holdings and the Borrower set forth in the Credit Agreement are true and correct (x) in the case of the representations and warranties qualified by materiality or Material Adverse Effect, in all respects and (y) otherwise, in all material respects, in each case on and as of the Effective Date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is so true and correct on and as of such prior date and (ii) no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) on and as of the Effective Date, except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties were true and correct in all material respects (except that any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and (ii) no Default or Event of Default has occurred and is then continuing.
A Certificate signed by the President a Vice President or a Financial Officer of the Borrower certifying the following: (i) all of the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct and (ii) no Default or Event of Default has occurred and is then continuing.
7. Payoff documentation providing evidence satisfactory to the Administrative Agent that the Existing Credit Facilities have been terminated and cancelled (along with all of the agreements, documents and instruments delivered in connection therewith) and all Indebtedness owing thereunder has been repaid and any and all liens thereunder have been terminated.