Common use of Other Documents and Certificates Clause in Contracts

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​ (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Agent, including: ​ (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​ (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​ (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​ (ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​ (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Agent, including: ​: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​, (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Closing Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​and (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​and (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. The Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Restatement Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by the Collateral Agent, including: ​including without limitation: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Restatement Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​; and (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) [reserved]; (iii) (A) certificates of good standing or letter or certificate of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date on or prior to the ClosingThird Amendment Initial Funding Restatement Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing (or the local equivalent thereof, if applicable) in such jurisdiction, and (B) certificates of good standing or status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Restatement Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing (or the local equivalent thereof, if applicable) in such jurisdictions; and ​and (iiiiv) a disbursement letter certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum (to be prepared by Administrative Agent) detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and and, as applicable, duly executed by an Authorized Officer of each applicable Credit PartyVireo Minnesota, in form and substance reasonably satisfactory to Administrative Agent: ​: (i) a certificate of an Authorized Officer of ParentVireo Minnesota, certifying as to such items as reasonably requested by Collateral Agent, including: ​: (A) the receipt of Vireo Minnesota has received all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions on or about the date hereof and the operation of the Credit Parties’ Vireo Minnesota’s business, each of which shall be attached thereto and certified as being true, complete all such approvals and correct copies thereof, ​consents are in full force and effect, (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Closing Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries Vireo Minnesota shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary Vireo Minnesota has not received any notice of termination or non-renewal from the other party thereto, and ​and (C) the representations and warranties set forth in Article VII this Agreement and in the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) (A) certificates subject to Section 8.19(a), a certificate of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​and (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Administrative Agent, including: ​: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto in full force and certified as being true, complete and correct copies thereof, ​effect, (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Closing Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​and (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​and (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Third Amendment Initial Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Agent, including: ​: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​, (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Third Amendment Initial Funding Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​and (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Third Amendment Initial Funding Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Third Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​and (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. The Administrative Agent shall have received originals of the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parentthe Borrower, certifying as to such items as reasonably requested by the Collateral Agent, including: ​including without limitation: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Closing Date, (1A) no Default or Event of Default shall have occurred, (2B) no default, default or event of default or material breach under any Material Contract by Parent Borrower or its Subsidiaries shall have occurred and (3C) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto; and [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and ​Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) a Perfection Certificate of each Credit Party; (iii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​; (iiiiv) a disbursement letter certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​; and (v) an executed Funding Request delivered in accordance with Section

Other Documents and Certificates. The Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Date May 20, 2021 and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by the Collateral Agent, including: ​including without limitation: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Restatement Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​; and (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (ii) reserved; (iii) (A) certificates of good standing or letter or certificate of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date on or prior to the ClosingThird Amendment Initial Funding Restatement Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing (or the local equivalent thereof, if applicable) in such jurisdiction, and (B) certificates of good standing or status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Restatement Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing (or the local equivalent thereof, if applicable) in such jurisdictions; and ​and (iiiiv) a disbursement letter certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum (to be prepared by the Administrative Agent) detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificatesfollowing: (i) a certificate, each of which shall be dated the ClosingThird Amendment Initial Funding Date and duly executed and delivered by an Authorized Officer of each applicable of the Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​ (i) a certificate of an Authorized Officer of ParentParties, certifying that each of the following statements are true and correct as to such items as reasonably requested by Collateral Agent, including: ​of the Closing Date: (A) the receipt of Credit Parties have obtained all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Closing Date, (1) no Default or Event of Default shall have occurredhas occurred or would result therefrom, (2) no default, event of default or material breach under any Material Contract by Parent has occurred or its Subsidiaries shall have occurred would result therefrom and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary Borrower has received any notice of termination or non-renewal from the other party thereto, and ​; (C) both immediately before and immediately after giving effect to the Transactions, no Material Adverse Effect has occurred since December 31, 2024, that is continuing; (D) all representations and warranties set forth made by each Credit Party contained herein or in Article VII the other Credit Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality materiality, Material Adverse Effect or similar language, or by a qualifying exhibit or schedule); (E) no injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the Transactions has been issued and remains in force by any Governmental Authority against any Credit Party, Administrative Agent or any Lender; and (F) no order or injunction shall have been issued, and there is no pending litigation with respect to which there is a reasonable possibility of a decision, that could reasonably be expected to result in a Material Adverse Effect, and there is no pending litigation seeking to prohibit, enjoin or prevent any of the text thereof)Transactions; ​and (ii) (A) certificates a Disbursement Letter dated as of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued duly executed and delivered by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, B▇▇▇▇▇▇▇▇ and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​ (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing made on the sources and uses of the Transactions. ​Closing Date.

Other Documents and Certificates. Administrative Agent At each Closing Date, Underwriters' Counsel shall have received the following documents been furnished with all such documents, certificates and certificatesopinions as Underwriters' Counsel may reasonably request and that are customary for transactions of a similar nature, each and of which the Company has been notified in writing prior to the date hereof, in order to evidence the accuracy and completeness of any of the representations, warranties, certificates or other written statements of the Company provided to the Underwriters pursuant to this Agreement, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained. All proceedings taken by the Company at or prior to each Closing Date in connection with the authorization, issuance and sale of the Shares as contemplated by this Agreement, including, without limitation, the execution of this Agreement, shall be dated the ClosingThird Amendment Initial Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, reasonably satisfactory in form and substance reasonably satisfactory to Administrative Agent: ​ (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Agent, including: ​ (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation Underwriters and Underwriters' Counsel. In case any of the Transactions conditions specified above in this Section 5 shall not have been fulfilled, this Agreement may be terminated by the Underwriters upon mailing or otherwise delivering written notice thereof to the Company. Any such termination shall be without liability of any party to any other party except as otherwise provided in Section 7 and Section 4(j) hereof and the operation paragraph immediately below. If this Agreement shall be terminated by the Underwriters pursuant to the immediately preceding paragraph or because of any failure or refusal on the part of the Credit Parties’ businessCompany to comply with the terms or to fulfill any of the conditions of this Agreement, each of which or if for any reason the Company shall be attached thereto and certified as being trueunable to perform its obligations under this Agreement, complete and correct copies thereofthen in any such case, ​ the Company will reimburse the Underwriters for all out-of-pocket expenses (B) both before and after giving effect in addition to the Transactionsfees and disbursements of counsel to the Underwriters as provided in Section 4(j)) reasonably incurred by the Underwriters in connection with this Agreement or the offering contemplated hereunder and, including upon such reimbursement, the borrowing Company shall be absolved from any further liability hereunder, except as provided in Section 4(j) and Section 7. The documents required to be delivered by this Section 5 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Loans Underwriters, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, on the ClosingThird Amendment Initial Funding Closing Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​ (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​ (ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​ (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Third Amendment Initial Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Agent, including: ​: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​, (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Third Amendment Initial Funding Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​and (C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​45 ‌ (ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Third Amendment Initial Funding Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Third Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​and (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. The Administrative Agent shall have received originals of the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent: ​: (ia) a certificate of an Authorized Officer of Parentthe Borrower, certifying as to such items as reasonably requested by the Collateral Agent, including: ​including without limitation: (Ai) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (Bii) both before and after giving effect to the Transactions, including the borrowing of the Term Loans on the ClosingThird Amendment Initial Funding Closing Date, (1A) no Default or Event of Default shall have occurred, (2B) no default, default or event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3C) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​; and (Ciii) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​; (iib) a Perfection Certificate of each of Parent, Borrower and ET North America; (Ai) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (Bii) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​and (iiid) a disbursement letter certificate detailing the planned distribution of proceeds from the Term Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. The Administrative Agent shall have received originals of the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent: ​: (ia) a certificate of an Authorized Officer of Parentthe Borrower, certifying as to such items as reasonably requested by the Collateral Agent, including: ​including without limitation: (Ai) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (Bii) both before and after giving effect to the Transactions, including the borrowing cashless rollover of the Term Loans on the ClosingThird Amendment Initial Funding Closing Date, (1A) no Default or Event of Default shall have occurred, (2B) no default, default or event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3C) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​; and (Ciii) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof); ​and (ii) (Ai) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (Bii) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictions; and ​ (iii) a disbursement letter detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​: (i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Administrative Agent, including: ​: (A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof, ​; (B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Closing Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and ​; and (C) the all representations and warranties set forth made by each Credit Party contained herein or in Article VII are the other Credit Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereofmateriality, Material Adverse Effect or similar language, or by a qualifying exhibit or schedule); ​; (ii) (A) certificates of good standing or letter or certificate of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date on or prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in good standing in such jurisdictionsjurisdiction; and ​and (iii) a funds flow/disbursement letter authorization detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses of the Transactions. ​.

Other Documents and Certificates. The Administrative Agent shall have received copies of the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Closing Date and duly executed by an Authorized Officer of each applicable Credit Loan Party, in form and substance reasonably satisfactory to the Administrative Agent: ​Agent and its legal counsel: (ia) a certificate of an Authorized Officer of Parenteach Borrower, certifying as to such items as reasonably requested by Collateral the Administrative Agent, including: ​, without limitation, the following: (i) the contemporaneous consummation of the Acquisition on the Closing Date in accordance with the Transaction Agreement and all Applicable Laws; (ii) that attached thereto are true, correct and complete copies of: (A) the Transaction Agreement and all other Transaction Documents; (B) the Transition Services Agreement; (C) the Transitional Distribution Agreement; (D) the Transitional Supply Agreement; (E) the Shared Technology License Agreement; (F) the Senior Executive Consulting Agreement; (G) the Preferred Equity Investment Agreement (as in effect on the Closing Date) and all other Preferred Equity Documents; (H) the Holdings Equity Investment Agreement (as in effect on the Closing Date) and all other Holdings Equity Investment Documents; (I) the Closing Date IP Contribution Agreement; (J) the C-PAK Exclusive License; and (K) all other Material Contracts of the Loan Parties and each other agreement not otherwise delivered pursuant to clauses (A) through (H) or between a Loan Party and any other Affiliate of any Loan Party (other than a Loan Party); (iii) the receipt of all required consents and approvals and consents of all Governmental Authorities and other third parties, if applicable, parties with respect to the consummation of the Transactions and the operation of the Credit business of the Loan Parties’ business, each and the execution, delivery and performance of the Loan Documents, copies of all of which shall be attached thereto and certified as being true, true and complete and correct copies thereof, ​; (Biv) that both before and after giving effect to the Transactions, including the borrowing of the Term Loans on the ClosingThird Amendment Initial Funding DateClosing Date and the application of the proceeds thereof, (1A) no Default or Event of Default shall have has occurred, (2B) no default, payment default or material default or event of default under, or material breach under event that could reasonably be expected to result in the termination of, any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party theretooccurred, and ​ (C) there are no requested, proposed, anticipated or pending modifications to, or expiries or terminations of, any Material Contract that could reasonably be expected to have a Material Adverse Effect; (v) with respect to all of the Loan Parties, all representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof)correct; ​and (iivi) that all the conditions listed in this Article V have been fully satisfied or, if applicable, waived in writing by the Administrative Agent; (Ab) a Perfection Certificate by, and in respect of, each Loan Party; (c) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Loan Party, each dated within as of a recent date no more than fifteen (15) days prior to the ClosingThird Amendment Initial Funding Closing Date, such certificates to be issued (i) by the appropriate officer or official body of the jurisdiction of organization of such Credit Loan Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (Bii) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer or official body of the other jurisdictions where such Credit Loan Party is qualified to do business as a foreign entityentity (except for such jurisdictions where failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect), each of which certificate certificates shall indicate that such Credit Loan Party is in good standing in such jurisdictionsthe applicable jurisdiction; and ​and (iiid) a disbursement letter detailing calculation or other written statement describing in detail the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and uses proposed use of the proceeds of the Term Loans, including all transaction fees, costs and expenses incurred and estimated as of the Closing Date in connection with this Loan Agreement and the Transactions. ​, whether or not actually paid in cash on the Closing Date.