Common use of Closing Date Certificate Clause in Contracts

Closing Date Certificate. The Lender shall have received a Closing Date Certificate, dated as of the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects), (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (c) all of the conditions set forth in this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender shall have received a Closing Date Certificatecertificate, dated as of the Closing Date or any relevant Delayed Draw Advance Date(the “Closing Date Certificate”), as substantially in the case may beform of Exhibit J, and duly executed and delivered by an Authorized a Responsible Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects (except with respect to for any representation or and warranty that is qualified by materiality or reference to Material Adverse EffectEffect which such representation and warranty shall, which representation or warranty shall in each case, be true and correct in all respects), ) and (iiy) no Default shall have then occurred and be continuing, or would result from the Initial Loan to be being advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (cii) all of the conditions set forth in this Article V Section 6.01 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender Agent shall have received a Closing Date Certificatecertificate, dated as of the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, Date and duly executed and delivered by an Authorized Officer of the BorrowerBorrower (the “Delayed Draw Date Certificate”), in which certificate shall be in form and substance satisfactory to the Borrower shall agree Agent (acting on the instructions of the Majority Lenders acting reasonably) and acknowledge shall, among other things, represent and warrant that the statements made therein shall be deemed to be are true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct. The statements in such certificate shall include, and such statements shall include that among others, (i) (x) the representations and warranties set forth herein and in each Loan Document shall, in each case, be true and correct in all material respects as of the Delayed Draw Date (except with respect unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that any representation or warranty representations and warranties that are by their terms qualified by materiality or materiality, Material Adverse Effect, which representation Effect or warranty similar qualification shall be true and correct in all respects), and (iiy) no Default or Event of Default under and as defined in this Agreement shall have then occurred and then be continuing, or would result from the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, continuing and (cii) all of the conditions set forth in this Article V Section 5.2 have been satisfied. All documents and agreements required to be appended to the Closing Delayed Draw Date Certificate, if any, shall be in form and substance reasonably satisfactory to the LenderAgent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender For purposes of determining whether the Representation Condition has been satisfied, Seller shall have received deliver to Purchaser at Closing a certificate (the “Closing Date Certificate”) certifying that all of the Seller Representations that were true and correct, dated in all material respects, as of the Contract Date and Approval Date (as reflected in the Approval Date Certificate) remain true and correct, as of the Closing Date and in all material respects, except for changes and qualifications specified in such Closing Date Certificate, such that the Closing Date Certificate is true and accurate in all material respects. The representations, warranties and certifications contained in the Closing Date Certificate shall be made by Seller to the same standard of knowledge, contained herein for the applicable representations, warranties or certifications and subject to all of the terms, conditions and limitations contained in Sections 8.2 and 8.3 of this Agreement. Subject to and in accordance with the provisions of Section 8.4, if, as of the Closing, the Representation Condition is not fulfilled for any reason or any relevant Delayed Draw Advance Date, as the case may be, and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be Seller Representations are not true and correct, and such statements shall include that (i) the representations and warranties set forth in each Loan Document shallany material respect, Purchaser may, in each caseits sole discretion and as its sole remedy, be true and correct hereunder, at law or in all material respects equity, elect either to (except with respect a) terminate this Agreement by delivery of written notice to any representation or warranty qualified by materiality or Material Adverse EffectSeller not later than the Closing Date, which representation or warranty whereupon the Deposit shall be true returned to Purchaser and correct in all respects), (ii) no Default neither party shall have then occurred any further liability hereunder except for those liabilities that expressly survive a termination of this Agreement; or (b) proceed to Closing and be continuing, or would result from waive the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (c) all failure of the conditions set forth in this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effectRepresentation Condition.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Agent shall have received a Closing Date Certificatecertificate, dated as of the Closing Date or any relevant Delayed Draw Advance Dateand in form reasonably satisfactory to the Agent, as the case may be, and duly executed and delivered by an Authorized a Responsible Officer of the Borrower, in which certificate Parent and the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that certifying that: (i) both immediately before and after giving effect to the Borrowing on the Closing Date, (x) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects), (iiz) no Event of Default shall have then has occurred and be is continuing, or would could reasonably be expected to result from the Loan Borrowing of the Loan, or the consummation of any Transactions contemplated to be advanced occur on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (cii) all of the conditions set forth in this Article V Section 6.01 have been satisfiedsatisfied (or waived in writing by the Agent) except to the extent such condition relates to the satisfaction or approval in form or substance of any documents by the Agent. All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(c), if any, shall be in form and substance reasonably satisfactory to the LenderAgent, shall have been been, as applicable, executed and delivered by the requisite parties, and shall shall, as applicable, be in full force and effect.

Closing Date Certificate. The Lender shall have received a Closing Date Certificatecertificate, dated as of the Closing Date or any relevant Delayed Draw Advance Dateand in form and substance satisfactory to the Lender (the “Closing Date Certificate”), as the case may be, and duly executed and delivered by an Authorized Officer of the BorrowerBorrower and Holdco, in which certificate each of the Borrower and Holdco shall agree and acknowledge acknowledge, among other things, that the statements made therein shall be deemed to be true and correct representations and warranties of each of the Borrower and Holdco as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) both immediately before and after giving effect to the Initial Loan, (x) the representations and warranties set forth in each Loan Document shall, in each case, be true and correct in all material respects and (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects), (iiy) no Default shall have then occurred and be continuing, or would result from the Initial Loan to be being advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (cii) all of the conditions set forth in this Article V Section 5.1 have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Administrative Agent and each Lender shall have received a Closing Date Certificate, dated as of the Closing Date or any relevant Delayed Draw Advance Closing Date, as the case may be, and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include certify that (ia) the representations and warranties set forth in each Loan Investment Document shall, in each case, be true and correct in all material respects (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects)) as of the Closing Date or Delayed Draw Closing Date, as the case may be; provided, however that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects) as of such date, (iib) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Closing Date, as the case may be, and (c) all of the applicable conditions set forth in this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Administrative Agent and each Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender following statements shall be true and correct, and the Administrative Agent shall have received a Closing Date Certificatecertificate, dated as of the Closing Date and in form and substance satisfactory to the Administrative Agent, duly executed and delivered by a Responsible Officer of the Borrower certifying that: (i) both immediately before and after giving effect to the Borrowing and any other Transactions contemplated to occur on the Closing Date (except in the case of any ArcherDX Acquisition Agreement Representation that expressly relates to a given date or any relevant Delayed Draw Advance Dateperiod, which ArcherDX Acquisition Agreement Representation shall be true and correct as of the respective date or for the respective period, as the case may be), and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (ix) the representations ArcherDX Acquisition Agreement Representations and warranties set forth in each Loan Document shallthe ArcherDX Specified Representations that are qualified by materiality, Material Adverse Effect or the like are, in each case, be true and correct, (y) the ArcherDX Acquisition Agreement Representations and the ArcherDX Specified Representations that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects respects, and (except with respect z) no Default has occurred and is continuing, or could reasonably be expected to result from the making of the Loan being advanced, or the consummation of any representation or warranty qualified by materiality or Material Adverse EffectTransactions contemplated to occur on the Closing Date, which representation or warranty shall be true and correct in all respects), (ii) no Default shall have then occurred and be continuingsubject to the Certain Funds Provision, or would result from the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (c) all of the conditions set forth in this Article V Section 6.01 have been satisfied. All documents and agreements required to be appended satisfied (except to the Closing Date Certificate, if any, shall be extent waived in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered writing by the requisite parties, and shall be in full force and effectAdministrative Agent).

Closing Date Certificate. The Lender Administrative Agent shall have received a the Closing Date Certificate, dated as of the Closing Effective Date or any relevant Delayed Draw Advance Date, as the case may be, and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower that are true and correct in all material respects as of such date (unless stated to relate solely to an earlier date, in which case such deemed representations and warranties shall have been true and correct in all material respects as of such earlier date), and, at the time such certificate is delivered, such statements shall in fact be true and correctcorrect in all material respects (unless stated to relate solely to an earlier date, and in which case such statements shall include that (i) the representations and warranties set forth in each Loan Document shall, in each case, be have been true and correct in all material respects (except with respect as of such earlier date), in each case other than any statement that is subject to any representation or warranty qualified by materiality or a Material Adverse EffectEffect or other materiality qualifier, in which representation or warranty case such statements shall be (or shall have been) true and correct in all respects), (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (c) all of the conditions set forth in this Article V have been satisfiedcorrect. All documents and agreements required to be appended to the Closing Date Certificate, if any, Certificate shall be in form and substance reasonably satisfactory to the LenderAdministrative Agent, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.

Closing Date Certificate. The Lender Agent and the Lenders shall have received a Closing Date Certificatecertificate, dated as of the Closing Date or any relevant Delayed Draw Advance Dateand in form reasonably satisfactory to the Agent and the Lenders, as the case may be, and duly executed and delivered by an Authorized a Responsible Officer of the BorrowerBorrower certifying that: after giving effect to the Borrowing on the Closing Date, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (ix) the representations and warranties set forth in each Loan Document shallthat are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct as of such earlier date, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date, and (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true z) immediately before and correct in all respects), (ii) no Default shall have then occurred and be continuing, or would result from after the Borrowing of the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, no Event of Default has occurred and (c) all of the conditions set forth in this Article V have been satisfiedis continuing. All documents and agreements required to be appended to the Closing Date Certificatecertificate delivered pursuant to this Section 6.01(f), if any, shall be in form and substance reasonably satisfactory to the LenderAgent and the Lenders, shall have been been, as applicable, executed and delivered by the requisite parties, and shall shall, as applicable, be in full force and effect.

Closing Date Certificate. The Lender Borrower shall have received a delivered to Administrative Agent an executed Closing Date Certificate, dated together with all attachments thereto, which shall include a certification of an Authorized Officer of Borrower: (i) that Borrower is not aware of any fact or circumstance that would reasonably be expected to delay the occurrence of Train 4 Completion beyond the “Guaranteed Substantial Completion Date” (as that term is defined in the SPL 2021 Notes Indenture) thereof; (ii) that each of Borrower and each of its applicable Subsidiaries is in compliance all material respects with all of its respective obligations under the CCH ECA; (iii) that no “default” or “event of default” (as defined in the CCH Financing Documents) has occurred and is continuing under the CCH Financing Documents as in effect on the date hereof; (iv) as to the amount, as of the Closing Date Date, of the Outstanding CCH ECA Obligation; (v) that (A) the copies of the CCH ECA and each CCH Financing Document delivered pursuant to clause (c) (CCH Documents) above are true, correct and complete copies of such documents as in effect on the date hereof and (B) no term or condition of any relevant Delayed Draw Advance such agreement has been amended from the form thereof delivered to Administrative Agent; and (vi) that each of the conditions precedent to the Closing Date, as the case may be, and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties of the Borrower as of such date, and, at the time such certificate is delivered, such statements shall in fact be true and correct, and such statements shall include that (i) the representations and warranties set forth in each Loan Document shallthis Section 3.1, in each case, be true and correct in all material respects has been satisfied (except that no certification shall be made or required from Borrower as to the satisfaction or reasonable satisfaction of an Agent or Lender with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respectssuch condition precedent), (ii) no Default shall have then occurred and be continuing, or would result from the Loan to be advanced on the Closing Date or any relevant Delayed Draw Advance Date, as the case may be, and (c) all of the conditions set forth in this Article V have been satisfied. All documents and agreements required to be appended to the Closing Date Certificate, if any, shall be in form and substance reasonably satisfactory to the Lender, shall have been executed and delivered by the requisite parties, and shall be in full force and effect.