A Certificate Sample Clauses

A Certificate substantially in the form of Exhibit G to the Credit Agreement, signed by the chief financial officer or vice president, finance and treasurer of the Borrower certifying the following: (A) no Default or Unmatured Default has occurred and is continuing, (B) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of the Closing Date (or an earlier date if a representation or warranty relates to a specified earlier date), (C) no material adverse change in the business, Property, condition (financial or otherwise), operations or results of operations of the Borrower or any of the Subsidiary Guarantors has occurred since since December 31, 2011 other than as disclosed in Form 10-K filed by the Borrower with the U.S. Securities and Exchange Commission for the fiscal year ending December 31, 2011 with respect to the operations and results of operations of the Borrower and its consolidated Subsidiaries, (D) immediately prior to the effectiveness of the Revolving Loan Commitments, the Borrower's incurrence of Indebtedness under the Credit Agreement and the other Loan Documents does not violate (i) Section 4.09 of the Indenture, dated as of June 5, 2009, as amended or modified from time to time, to which the Borrower and certain of its Subsidiaries are subject and pursuant to which the Borrower issued certain 93/4% Senior Notes Due 2019, (ii) Section 4.09 of the Indenture, dated as of September 27, 2012, as amended or modified from time to time, to which the Borrower and certain of its Subsidiaries are subject and pursuant to which the Borrower issued certain 41/4% Senior Notes Due 2017 and 53/8% Senior Notes Due 2022, (E) that the Revolving Loan Commitment component of the Credit Agreement and the other Loan Documents constitute a “Credit Facility” and a “Senior Credit Facility” under each of the foregoing Indentures and (F) that the Revolving Loan Commitments, the Credit Agreement, and the other Loan Documents collectively constitute “Senior Debt” under each of the foregoing Indentures.
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A Certificate the Borrower's Secretary of the due adoption, continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with
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Related to A Certificate

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Certificate The undersigned hereby certifies by checking the appropriate boxes that:

  • FIRPTA Certificate An affidavit from Contributor certifying pursuant to Section 1445 of the Internal Revenue Code that Contributor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder), in form and substance satisfactory to Acquirer.

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.