Borrower’s Closing Certificate. The Administrative Agent shall have received a certificate in the form attached hereto as Exhibit D, dated the Closing Date, of an Authorized Officer of the Borrower to the effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder, if any, on the Closing Date, and the application of the proceeds thereof: (i) all conditions set forth in Section 5.1 have been satisfied; (ii) no Default or Event of Default has occurred or is continuing; and (iii) all representations and warranties of the Borrower contained herein or in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that as to any such representations and warranties that expressly relate to an earlier specified date, such representations and warranties are only represented as having been true and correct in all material respects as of the date when made.
Borrower’s Closing Certificate. The Administrative Agent shall have received a certificate in the form attached hereto as Exhibit D-2, dated the Closing Date, of an Authorized Officer to the effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof: (x) no Default or Event of Default has occurred and is continuing; and (y) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that as to any such representations and warranties that expressly relate to an earlier specified date, such representations and warranties are only represented as having been true and correct in all material respects as of the date when made.
Borrower’s Closing Certificate. The Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, dated the Closing Date, of an Authorized Officer of the Borrower to the effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof: (w) no Default or Event of Default has occurred and is continuing; (x) all representations and warranties of the Credit Parties contained herein and in the other Credit Documents are true and correct as of the Closing Date; (y) all written information and projections provided to the Administrative Agent and the Co-Lead Arrangers is complete and correct in all material respects; and (z) there exist no undisclosed contingencies relating to the Borrower and its Subsidiaries as of the Closing Date.
Borrower’s Closing Certificate. Delivery to the Administrative Agent of the Borrower's Closing Certificate signed by an Authorized Representative of the Borrower.
Borrower’s Closing Certificate. A certificate of the President or Chairman of the Board of Borrower dated the Initial Funding Date and certifying to the fulfillment of all conditions precedent to closing and funding the secured financing transaction contemplated by this Agreement which are required to by satisfied as of such date, and to the truth and accuracy, as of such date, of the representations and warranties of the Borrower contained in this Agreement and each other Loan Document to which Borrower is a party or by which it is bound;
Borrower’s Closing Certificate. On the Closing Date the Administrative Agent shall have received a certificate, dated the Closing Date, of an Authorized Officer of the Borrower to the effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof, (i) the Borrower is in compliance with all of the covenants contained in sections 8 and 9 of this Agreement, (ii) no Default or Event of Default has occurred or is continuing, and (iii) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that, as to any such representations and warranties which expressly relate to an earlier specified date, such representations and warranties are only represented as having been true and correct in all material respects as of the date when made.
Borrower’s Closing Certificate. The Administrative Agent shall have received a certificate in the form attached hereto as Exhibit D-2, dated the Closing Date, of an Authorized Officer certifying to the effect that at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof: (u) no Default or Event of Default has occurred and is continuing; (v) no Material Adverse Effect has occurred; (w) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that as to any such representations and warranties that expressly relate to an earlier specified date, such representations and warranties are only represented as having been true and correct in all material respects as of the date when made; (x) the Total Funded Debt to EBITDA Ratio, determined as of June 30, 2005, on a pro forma basis, giving effect to the AMICO Acquisition, the Borrowing of the Term Loan and the other transactions contemplated hereby, is no more than 3.25 to 1.00; (y) the Borrowers’ Consolidated EBITDA for the twelve-month period ending June 30, 2005, calculated on a pro forma basis, giving effect to the AMICO Acquisition, the Borrowing of the Term Loan and the other transactions contemplated hereby, is greater than $160,000,000; and (z) the Borrowers will be in compliance with the financial covenants set forth in Section 7.7.
Borrower’s Closing Certificate. There shall have been delivered to Administrative Agent a certificate dated the Effective Date and signed by a Responsible Officer of the Parent, stating that (i) all of the representations and warranties of the Borrower contained in Section 7 hereof and in the other Loan Documents executed by the Borrower are true and correct as of such date, except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date; and (ii) no Event of Default or Incipient Default has occurred and is continuing, or would result from the making of Loans.
Borrower’s Closing Certificate. A certificate of an Authorized Officer of the Borrower to the effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof: (A) no Default or Event of Default has occurred and is continuing; (B) all representations and warranties of the Credit Parties contained herein and in the other Credit Documents are true and correct as of the Closing Date; (C) all written information and projections provided to the Administrative Agent and the Co-Lead Arrangers is complete and correct in all material respects; (D) no event or circumstance since December 31, 2009 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (E) there exist no undisclosed contingencies relating to the Borrower and its Subsidiaries as of the Closing Date.
Borrower’s Closing Certificate. The Administrative Agent shall have received a certificate signed by an authorized officer of the Borrowers certifying that, before and after giving effect to the Commitments Increase, (a) the representations and warranties contained in Article III of the Credit Agreement and the other Loan Documents are true and correct in all material respects except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (b) no Default exists.
