Closing Date Officer’s Certificate Clause Samples

Closing Date Officer’s Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section and compliance with the conditions set forth in clauses (b) and (c) of Section 4.03.
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Closing Date Officer’s Certificate. A certificate of Borrower’s Chief Executive Officer or Chief Financial Officer of Borrower (i) either (x) attaching copies of all consents, licenses and approvals required in connection with the consummation by Borrower and each Guarantor and the execution, delivery and performance by Borrower and each Guarantor and the validity against Borrower and each Guarantor of the Loan Documents to which Borrower and/or the applicable Guarantors are a party and such consents, licenses and approvals obtained shall be in full force and effect or (y) stating that no such consents, licenses or approvals are so required, (ii) certifying that no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default and no event that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect has occurred and is continuing, (iii) all conditions precedent set forth in Section 5 (with respect to any Advances on the Closing Date) have been satisfied, (iv) certifying and attaching true, correct and complete copies of the Acquisition Documents and all Subordinated Indebtedness documents, (v) certifying that Consolidated Adjusted EBITDA as of the Closing Date, calculated on a pro forma basis assuming the consummation of the Initial Acquisition and determined for the Twelve Month Measurement Period ended April 30, 2010, equals or exceeds $10,695,110 and attaching the calculation thereof, (vi) certifying that Borrower and its Subsidiaries, taken as a whole, are Solvent after giving effect to the Transactions and (vii) certifying that the Borrower and each Guarantor is Solvent after giving effect to the Transactions.
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Closing Date Officer’s Certificate. On the Closing Date, the Administrative Agent shall have received a certificate from the Borrower, dated the Closing Date and signed by an Authorized Officer, certifying (a) that all representations and warranties contained herein and in each other Loan Document are true and correct in all material respects, (b) as to the matters referenced in Sections 7.12, 7.17, 7.18, 9.5, 9.6 and 9.7 hereof, (c) that all of the applicable conditions set forth in Section 12 (other than such conditions to the extent that such conditions are expressly subject to the satisfaction of the Administrative Agent (and/or the Required Lenders) have been satisfied on such date and (d) that no Default or Event of Default exists on such date.
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Closing Date Officer’s Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain closing and financial matters and in form and substance reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibit M and certifying that (i) attached thereto are true, correct and complete fully-executed copies of the Geospatial Merger Agreement, (ii) the conditions specified in Section 4.01(l), 4.01(m), 4.01(n)(ii), and 4.01(o) have been satisfied, (iii) each of the Specified Representations and the Specified Merger Agreement Representations are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof after giving effect to the transactions contemplated hereby (including the Geospatial Acquisition).
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Closing Date Officer’s Certificate. The certificate of an Authorized Officer delivered on the Closing Date pursuant to Section 11.2.
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Closing Date Officer’s Certificate. The Issuer shall have provided the Incremental Investors with the Closing Date Officer’s Certificate.
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Closing Date Officer’s Certificate. Administrative Agent shall have received a certificate of the Chief Financial Officer of Company, together with appropriate financial statements of the Loan Parties and the Retail Business, demonstrating and certifying that (i) there is at least $15,000,000 of unrestricted cash on hand on the balance sheet of Company and its Subsidiaries after giving effect to the Transactions, (ii) the ratio of (1) the Retail Business’s pro forma total funded debt as of the Closing Date (including all obligations of the Loan Parties with respect to Capital Leases and Letters of Credit) to (2) Consolidated EBITDA for the most recent four-Fiscal Quarter period ending more than 45 days prior to the Closing Date (calculated on a Pro Forma Basis to reflect the consummation of the Wholesale Contributions and otherwise reasonably acceptable to Arrangers) is no more than 2.9:1.0, and (iii) the number of Active Customers (as defined in and determined pursuant to the Recapitalization Agreement) is no less than 96,500.
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Closing Date Officer’s Certificate. Borrower shall have delivered to Administrative Agent an Officer’s Certificate, in form and substance satisfactory to Administrative Agent, to the effect that the Borrower and the Subsidiary Guarantors taken as a whole are, Solvent, the representations and warranties in Section 5 are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and no event shall have occurred and be continuing that would constitute an Event of Default or a Default; provided that, if a representation and warranty, covenant or condition is qualified as to materiality, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, covenant or condition for purposes of this condition.
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Related to Closing Date Officer’s Certificate

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Annual Officer’s Certificate (a) Not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Master Servicer and the Sarbanes Certifying Party a Servicing Officer’s certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officers and the nature and status thereof including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), or at any other time that the Master Servicer or the Sarbanes Certifying Party provides a certification pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and upon thirty (30) days written request of such parties, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Master Servicer and the Sarbanes Certifying Party for the benefit of the Trust Fund and the Master Servicer and the Sarbanes Certifying Party and its officers, directors and affiliates, in the form of Exhibit F hereto.

  • Officer’s Certificate Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.