Certificate of the Parent Sample Clauses

Certificate of the Parent. Concurrently with the financial statements of the Parent on a Consolidated Basis furnished to the Administrative Agent and to the Lenders pursuant to Section 8.3.1 [Quarterly Financial Statements] and Section 8.3.2 [Annual Financial Statements], a certificate (each a "Compliance Certificate") of the Parent signed by the Chief Financial Officer or the Treasurer of the Parent, in the form of Exhibit 8.3.3.

Certificate of the Parent. The Company shall have received a certificate from Parent, validly executed by a duly authorized officer of Parent (the “Parent Officer’s Certificate”) for and on Parent’s behalf, to the effect that, as of the Closing: a) the condition to the obligations of the Company set forth in Section 1.2(b)(iii)(A) has been satisfied (unless otherwise waived in accordance with the terms hereof); and b) Parent and the Merger Subs have each performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such parties as of the Closing.

Certificate of the Parent. Company shall have been provided with a certificate executed on behalf of Parent by an Executive Vice President to the effect that, as of the Effective Time the conditions set forth in Section 7.2(a) are true and have been satisfied.

Certificate of the Parent. The Company shall have received from Parent a certificate, validly executed by an officer of Parent, to the effect that, as of the Closing: (i) The representations and warranties of Parent and Merger Sub contained in Article V were true and correct as of the date of this Agreement (or, if made as of a specific date, at and as of such date) and are true and correct in all material respects (disregarding all qualifications and exceptions contained therein relating to materiality) as of the Closing Date as if made on and as of the Closing Date (or, if made as of a specific date, at and as of such date); and (ii) Parent and Merger Sub have performed in all material respects all obligations and agreements and complied in all material respects with all covenants contained in this Agreement or any other Transaction Document to be performed and complied with by them at or prior to the Closing.

Certificate of the Parent. The Parent shall furnish to the Collateral Agents and the Trustee on or prior to any proposed releases of Collateral by the Parent an Officer’s Certificate certifying and an Opinion of Counsel stating that such release shall comply with the terms of this Indenture, the Intercreditor Agreement, if any, and the relevant Collateral Documents. For the avoidance of doubt, the release of funds from the Escrow Account is not a release of Collateral notwithstanding that such released funds will not be subject to any security interest under the Notes Collateral Document upon such release from the Escrow Account.

Certificate of the Parent. At the Closing Time, the Representatives shall have received a certificate of the Parent, dated the Closing Time, to the effect that (i) the representations and warranties of the Parent in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Parent has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

Certificate of the Parent. The Parent or the Company shall furnish to the Collateral Agent and the Trustee on or prior to any proposed releases of Collateral an Officer’s Certificate certifying and an Opinion of Counsel stating that such release shall comply with the terms of this Indenture, the Intercreditor Agreement, if any, the Notes, any Note Guarantee and the relevant Collateral Documents. Certificates of the Trustee. If the Company wishes to release the Collateral in accordance with the Collateral Documents and has delivered the certificates and documents required by the Collateral Documents and Sections 10.04, 10.05 and 10.06 to the Trustee, the Trustee will, based on such certification and, if applicable, the Opinion of Counsel delivered pursuant to Section 10.05, instruct the Collateral Agent to release the Collateral.

Certificate of the Parent. A certificate (dated as of ------------------------- the date of this Agreement) of the Secretary of the Parent certifying: (a) a copy of the Parent's Organic Documents as theretofore amended; (b) copies of all corporate action taken by the Parent, including resolutions of its Board of Directors, authorizing the execution, delivery, and performance of the Loan Documents by the Parent and each other document to be delivered pursuant to this Agreement (to the extent the Parent is a party to such documents); (c) the names and true signatures of the officers of the Parent authorized to sign the Loan Documents to which it is a party and the other documents to be delivered by the Parent under this Agreement; and (d) an executed copy of the Recapitalization Agreement;

Certificate of the Parent. Company shall have been provided with a certificate executed on behalf of Sub by its Managing Directors representing and guaranteeing that, as of the Closing; (i) all guarantees made by the Sub in this Agreement are true and correct; and (ii) all covenants and obligations of this Agreement to be performed by Sub or Parent on or before such date have been so performed in all material respects.