Borrower Certificates. A certificate executed by an authorized officer of Holdings and each other Borrower and a secretary or assistant secretary of Holdings and each other Borrower certifying, as of the Restatement Date, (a) the resolutions of the Board of Directors (or other managing body, in the case of any entity other than a corporation) of such Borrower authorizing the execution, performance and delivery of this Agreement, the Notes and all other Loan Documents, (b) the names and signatures of the officers of such Borrower executing or attesting to such documents, and (c) the absence of any Event of Default or Incipient Default;
Borrower Certificates. A certificate executed by an authorized officer of Holdings and each other Borrower and a secretary or assistant secretary of Holdings and each other Borrower certifying (a) the resolutions of the Board of Directors of such Borrower authorizing the execution, performance and delivery of this Agreement, the Notes and all other Loan Documents, (b) the names and signatures of the officers of such Borrower executing or attesting to such documents, and (c) the absence of any Event of Default or Incipient Default;
Borrower Certificates. A certificate for each Borrower, certified by an officer of such Borrower as of the Second Amendment Effective Date, certifying that the (i) articles of incorporation, partnership agreement or other charter documents of such Borrower, (ii) resolutions of the board of directors or other comparable governing body of such Borrower authorizing the execution and delivery hereof, and (iii) the bylaws or other operating agreement of such Borrower, which were delivered to the Administrative Agent in connection with the closing of the Credit Agreement, have not been rescinded or modified, have been in full force and effect since the Closing Date and are in full force and effect as of the Second Amendment Effective Date.
Borrower Certificates. A certificate for Zen Technology, certified by an officer of Zen Technology as of the date of the Zen Technology Joinder Agreement, certifying that the (i) articles of incorporation, partnership agreement or other charter documents of Zen Technology, (ii) resolutions of the board of directors or other comparable governing body of Zen Technology authorizing the execution and delivery of the Zen Technology Joinder Agreement, and (iii) the bylaws or other operating agreement of Zen Technology, which were delivered to the Administrative Agent in connection with the closing of the Zen Technology Joinder Agreement, have not been rescinded or modified, and are in full force and effect as of the date of the Zen Technology Joinder Agreement.
Borrower Certificates. A certificate signed by a Responsible Officer of each Borrower, dated as of the Closing Date:
(i) stating that the representations and warranties contained in Article VI are true and correct in all material respects on and as of such date, as though made on and as of such date (except to the extent such representations and warranties expressly refer to an earlier date, in which case they shall be true and correct as of such earlier date); and
(ii) stating that no Default or Event of Default exists or would result from the Credit Extension to be made on the Closing Date;
Borrower Certificates. A certificate executed by an authorized officer of Holdings and each other Borrower and a secretary or assistant secretary of Holdings and each other Borrower certifying, as of the Closing Date, (a) the resolutions of the Board of Directors (or other managing body, in the case of any entity other than a corporation) of such Borrower authorizing the execution, performance and delivery of this Agreement, the Notes and all other Loan Documents and (b) the names and signatures of the officers of such Borrower executing or attesting to such documents;
Borrower Certificates. (i) A certificate executed by an authorized officer of Shiloh and a secretary or assistant secretary of Shiloh certifying (a) the resolutions of the Board of Directors of Shiloh authorizing the execution, performance and delivery of this Agreement, the Notes and all other Related Writings, (b) the names and signatures of the officers of Shiloh executing or attesting to such documents, and (c) the absence of any Event of Default or Possible Default; and (ii) a certificate executed by an authorized officer of a holder of a membership interest in Michigan and a secretary or assistant secretary of a holder of a membership interest in Michigan certifying (a) the resolutions of the holders of the membership interests in Michigan authorizing the execution, performance and delivery of this Agreement, the Notes and all other Related Writings, (b) the names and signatures of the officers of the holders of the membership interests in Michigan executing or attesting to such documents, and (c) the absence of any Event of Default or Possible Default;
Borrower Certificates. A certificate for LOGTEC, certified by an officer of LOGTEC as of the date of the LOGTEC Joinder Agreement, certifying that the (i) articles of incorporation, partnership agreement or other charter documents of LOGTEC, (ii) resolutions of the board of directors or other comparable governing body of LOGTEC authorizing the execution and delivery of the LOGTEC Joinder Agreement, and (iii) the bylaws or other operating agreement of LOGTEC, which were delivered to the Administrative Agent in connection with the closing of the LOGTEC Joinder Agreement, have not been rescinded or modified, and are in full force and effect as of the date of the LOGTEC Joinder Agreement.
Borrower Certificates. The Agent shall have received a certificate executed by an authorized officer of Holdings and each other Borrower and a secretary or assistant secretary of Holdings and each other Borrower certifying, as of the Closing Date, (a) the resolutions of the Board of Directors (or other managing body, in the case of any entity other than a corporation) of such Borrower authorizing the execution, performance and delivery of this Agreement, the Notes and all other Loan Documents, (b) the names and signatures of the officers of such Borrower executing or attesting to such documents, and (c) the absence of any Event of Default or Incipient Default;
Borrower Certificates. (a) Receipt by Agent of a certificate or certificates executed by the chief financial officer or treasurer of Borrower as of the date of the Amended and Restated Loan and Security Agreement stating that:
(i) immediately after giving effect to the Amended and Restated Loan and Security Agreement and all the transactions contemplated therein to occur on such date, (A) Borrower shall be in compliance with the covenants contained in the Amended and Restated Loan and Security Agreement and (b) no Default or Event of Default shall have occurred and be continuing;
(ii) the representations and warranties of Borrower made in or pursuant to the Amended and Restated Loan and Security Agreement are true and correct;
(iii) there are no judgments outstanding or actions, suits or proceedings pending or, to the best of Borrower’s knowledge, threatened against Borrower at law or in equity before any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which involves the possibility of any judgment or liability in excess of One Hundred Thousand Dollars ($100,000.00) individually or One Million Dollars ($1,000,000.00) in the aggregate;
(iv) no material adverse change in the business, operations, profits or prospects of Borrower or in the condition of the assets of Borrower shall have occurred since June 30, 2004; and
(v) no material adverse change in the financial markets shall have occurred since June 30, 2004.
(b) Receipt by Agent of a Solvency Certificate executed by the chief financial officer of Borrower and in form acceptable to Agent.
