Common use of Closing Certificate Clause in Contracts

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b5.02(b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(dSection 5.01(c) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(dSection 5.01(c) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 5.01(f) and Sections 5.01(d5.02(a), (b) and (e) and 5.02(a) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(dSection 5.02(e) and (e) and 5.02(aSections 5.03(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and ), (e) and (h) and Sections 5.02(a) and (b) have been satisfiedsatisfied and such other matters as reasonably requested by the Administrative Agent.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(dSection 4.01(c) and (e) and 5.02(aSections 4.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(h), (i) and (ej) and Sections 5.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Section 5.02(a) has been satisfied, (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis and (biii) that all material governmental and third-party consents, subordinations and waivers have been satisfiedobtained and are in full force and effect.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the 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.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(dSection 5.01(b) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (bc) have been satisfiedsatisfied and (B) that, after giving effect to all requested Credit Extensions to be made on the Closing Date, the Borrower is in compliance with the Borrowing Base as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a), (b) and (bc) have been satisfiedsatisfied and (ii) the current Debt Ratings.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the each Borrower certifying that (i) the conditions specified in Sections 5.01(d) and ), (e) and (h) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) after giving effect to the transactions contemplated hereby, the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis (as demonstrated by supporting calculations included with the certificate).

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower GFI certifying that the conditions specified in Sections 5.01(d), (e), and (f) and (e) and Sections 5.02(a) ), and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the each Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) each 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.

Closing Certificate. Receipt by the Domestic Administrative Agent of a certificate signed by a Responsible Officer of the Parent Borrower certifying that (i) the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) 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.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections Section 5.01(d) and (e) and 5.02(a) have been satisfied and (bii) have been satisfiedthe current Debt Ratings.

Closing Certificate. Receipt by the Domestic Administrative Agent of a certificate signed by a Responsible Officer of the Parent Borrower certifying that (i) the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfied.satisfied and (ii) 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. 

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfied, and (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections Section 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the each Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) after giving effect to the transactions contemplated hereby, the Loan Parties are in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis (as demonstrated by supporting calculations included with the certificate).

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d) and (e) and 5.01(c), 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the Company and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(i) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by the President and Chief Executive Officer, a Responsible Vice President or a Financial Officer of the Borrower certifying that each of the conditions specified precedent contained in Sections 5.01(d4.02(b), (d) and (e) and 5.02(a) and (bf) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied, and (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(dsubsections (g), (h) and (ei) and 5.02(a) and (b) of this Section 5.01 have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d), (e), (k) and (e) and 5.02(a) and (bl) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(dSection 4.01(c) and (ef) and 5.02(aSections 4.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d), (e), (k) and (e) and 5.02(a) and (bl) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the Borrower and its Subsidiaries (after giving effect to the Transactions) are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified set forth in Sections 5.01(dclauses (f), (j) and (eo) and 5.02(a) and (b) have been of this Section 4 are satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed executed by a Responsible Officer of the Borrower Representative certifying that the conditions specified in Sections 5.01(d4.01(s) and (eu)-(aa) and 5.02(aSections 4.02(a), (b), (c) and (bd) have been satisfiedsatisfied and that the representations and warranties contained in Article 5 are true and correct as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.01(c) and Sections 5.01(d4.02(a), (b) and (e) and 5.02(a) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 5.01(b) and Sections 5.01(d5.01(h) and (e) and 5.02(a) and (bi) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Holdings certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) Holdings and its Subsidiaries (after giving effect to the transactions contemplated hereby and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the 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.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a5.03(a) and (b) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Parent as of the Closing Date certifying that the conditions specified in Sections 5.01(dsubsections (g), (i), (m) and (en) of this Section 5.01 and Section 5.02(a) and (b) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed executed by a Responsible Officer of the Borrower Representative certifying that the conditions specified in Sections 5.01(d4.01(s), (t), and (v), (y), (z), (bb) and (egg) and 5.02(aSections 4.02(a) , (b) , (c) and (bd) have been satisfiedsatisfied and that the representations and warranties contained in Article 5 are true and correct as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis (after giving effect to the transactions contemplated hereby).

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) ), and (b) have been satisfiedsatisfied and (ii) the 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.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d), (e), and (j) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis (after giving effect to the transactions contemplated hereby).

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate certificate, signed by a Responsible Officer of the Borrower Borrower, certifying that the conditions specified in Sections Section 5.01(c), Section 5.01(d) and (e) and ), Section 5.02(a) and (bSection 5.02(b) have been satisfiedsatisfied as of the Effectiveness Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections Section 5.01(d) and Sections 5.02(a), (e) and 5.02(ab) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 5.01(dSection 5.01(c) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections Section 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed executed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d4.01(q), (s) – (v) and Sections 4.02(a), (b), (c) and (e) and 5.02(a) and (bd) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the Company and its Subsidiaries (after giving effect to Transactions and the incurrence of Indebtedness related thereto) are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent ------------------- of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d5.01(c) and ---------------- (ed) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the --- ---------------- --- 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.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d4.01(m) and (e) and 5.02(a) and (b4.01(o) have been satisfied; provided that the only representations and warranties under this Agreement or any other Loan Document the accuracy of which shall be a condition to the availability of the initial Credit Extension on the Closing Date shall be the Specified Representations and the Specified Acquisition Agreement Representations.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(e) and (eg) and Sections 5.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d), (e), (i) and (e) and 5.02(a) and (bj) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a4.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Sixth Amendment Effective Date certifying that the conditions specified in Sections 5.01(dSection 5(f) and (e) and 5.02(aSections 5.03(a) and (b) of the Credit Agreement have been satisfiedsatisfied as of the Sixth Amendment Effective Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Financial Officer of the Borrower Issuer certifying (i) that the conditions specified in Sections 5.01(d) and ), (e) and (l) and Sections 5.02(a) and (b) have been satisfied., (ii) that the Issuer and its Subsidiaries (after giving effect to the transactions contemplated hereby and the

Closing Certificate. Receipt by the Administrative Agent of a certificate signed executed by a Responsible Officer of the Borrower Representative certifying that the conditions specified in Sections 5.01(d4.01(s), (t), and (v), (y), (z), (bb) and (egg) and 5.02(aSections 4.02(a) , (b) , (c) and (bd) have been satisfied.satisfied and that the representations and warranties contained in Article 5 are true and correct as of the Closing Date. (v)

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower McAfee (i) certifying that the conditions specified in Sections 5.01(dSection 5.01(c) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) containing a calculation of the Consolidated Leverage Ratio as of September 30, 2008 on a Pro Forma Basis after giving effect to the initial Credit Extensions hereunder.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d) and ), (e) and (l) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d) and (e) and Sections 5.02(a) and and, if applicable, (b) have been satisfiedsatisfied and (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d5.01(c) and (e) and d), Sections 5.02(a) and (b) and Schedule 5.01 have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Parent certifying that the conditions specified in Sections 5.01(d5.01(c), (h), (i) and (ej) and Sections 5.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d4.01(m) and 4.02 (e) and 5.02(a) and (ba) have been satisfied; provided that the only representations and warranties under this Agreement or any other Loan Document the accuracy of which shall be a condition to the availability of the initial Credit Extension on the Closing Date shall be the Specified Representations.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) of the Credit Agreement have been satisfied.

Closing Certificate. Receipt by the Administrative Agent U.S. Bank of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.1(d), (e), (i) and (e) and 5.02(a) and (bj) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company as of the Closing Date certifying that the conditions specified in Sections 5.01(d) and (e5.01(h) and 5.02(a) and (b) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a), (b) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(dSection 2(c) and (e) and Sections 5.02(a) and (b) of the Amended Credit Agreement have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(e)-(g) and (e) and 5.02(a) and (bSections 5.02(a)-(c) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfiedsatisfied as of the Effectiveness Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower Company certifying that the conditions specified in Sections 5.01(d) and (e) and 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 5.02(a) and Sections 5.01(d5.03(a), (b) and (e) and 5.02(a) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that (i) after giving effect to the Transaction the conditions specified in Sections 5.01(d5.01(g), 5.01(h), 5.01(i), 5.01(o), 5.01(p), 5.01(r), 5.02(a), 5.02(b) and (e) and 5.02(a) and (b5.02(c) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d), (e), (j) and (ek) and 5.02(a) and (b) Schedule 5.01 have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.02(a), (b) and (e) and 5.02(a) and (bc) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(e) and (ef) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 5.01(d5.01(c) and (ef) and Sections 5.02(a) and (b) have been satisfiedsatisfied as of the Closing Date and (ii) that the Loan Parties do not own any Material Real Estate Assets as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent Lender of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(c) and (ed) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d5.01 (d) and (e) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the 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.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d5.01(b) (the second sentence), (d)(i) and (e) and 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(c) and 5.01(d) and (e) and Sections 5.02(a) and (b5.02(b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower as of the Closing Date certifying that (i) after giving effect to the Transaction the conditions specified required in Sections 5.01(d) and (e) and 5.01(f), 5.01(k), 5.01(n), 5.02(a) and (b5.02(b) have been satisfiedsatisfied as of the Closing Date.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that (i) the conditions specified in Sections 5.01(d), (e), (h) and (ej) and Sections 5.02(a) and (b) have been satisfiedsatisfied and (ii) the Borrower and its Subsidiaries are Solvent on a consolidated basis (after giving effect to the transactions contemplated hereby).

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections Section 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections Section 5.01(d) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(dSection 5.01(h) and (e) and Sections 5.02(a) and (b) have been satisfied.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 5.01(d4.01(m) and (e) and 5.02(a) and (b4.02(a) have been satisfied; provided that the only representations and warranties under this Agreement or any other Loan Document the accuracy of which shall be a condition to the availability of the initial Credit Extension on the Closing Date shall be the Specified Representations.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 5.01(d4.01(c) and (ed) and 5.02(aSections 4.02(a) and (b) have been satisfiedsatisfied and (ii) the current Debt Ratings.

Closing Certificate. Receipt by the Administrative Agent of a certificate signed executed by a Responsible Officer of the Borrower Representative certifying that the conditions specified in Sections 5.01(d4.01(l), 4.01(m) and (e4.01(n), and Section 4.02(a) and 5.02(a) and (b4.02(b) have been satisfiedsatisfied and that the representations and warranties contained in Article V are true and correct as of the Closing Date.