Certificate of Authorized Officer. The Borrower shall have delivered a certificate of Authorized Officers, solely in their capacity as Authorized Officers of the Borrower, certifying that, both immediately before and after giving effect to this Amendment on the Fifth Amendment Effective Date, the statements set forth in Article IV hereof are true and correct.
Certificate of Authorized Officer. The undersigned hereby certifies to the Agent that (1) each of the Loan Parties has previously delivered to the Agent a true, correct and complete copy of its Organization Documents (collectively, the "Delivered Organization Documents"), (2) since such delivery, there has been no change in the Delivered Organization Documents except for those changes attached, and no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each of the Loan Parties remains in good standing in the jurisdiction of its organization, (4) the resolutions (the "Delivered Resolutions") previously delivered to the Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment, (5) the Delivered Resolutions authorize the Person(s) holding the office(s) indicated above or, if none, the office(s) held by the Person(s) executing the foregoing (the "Authorized Executing Office") to execute the foregoing on behalf of the respective Loan Parties, (6) each Person executing the foregoing Amendment on behalf of a Loan Party has been duly elected and now holds the Authorized Executing Office set forth below his(her) name, and the signature set forth above is his(her) true signature, (7) the undersigned is authorized to deliver this Certificate on behalf of each of the Loan Parties, and (8) the Agent may conclusively rely on this Certificate unless and until superseding documents shall be delivered to the Agent. Type/Print Name: Xxx X. Xxxxxxxx Financial Statement Date: _____________________________________ To: Bank of the West, as Agent Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of June 17, 2013 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"; the terms defined therein being used herein as therein defined), among AMVAC Chemical Corporation, a California corporation (the "Company"), the Designated Borrowers from time to time party thereto, the other Loan Parties and Lenders from time to time party thereto, and Bank of the West, as Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________ of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of the Company, and that: [Use following p...
Certificate of Authorized Officer. The Administrative Agent shall have received a certificate of a duly authorized financial officer of the Company, dated the Restatement Effective Date, stating that (a) no Default has occurred and is continuing as of such date, and (b) the representations and warranties contained in Section 8 of the Existing Credit Agreement, as amended and restated hereby, are true and complete on and as of such date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).
Certificate of Authorized Officer. The Borrower shall have delivered a certificate of an Authorized Officer, solely in his or her capacity as an Authorized Officer of the Borrower and not in his or her individual capacity, certifying that, both immediately before and after giving effect to this Amendment on the Sixth Amendment Effective Date, the statements set forth in Article V hereof are true and correct.
Certificate of Authorized Officer. Reference is made to the Sixth Amendment to the First Lien Credit Agreement, dated as of August 31, 2010 (the “Amendment” or the “Sixth Amendment”), among Mitel Networks, Inc. (“MNI”), Mitel US Holdings, Inc. (“Holdings”), Mitel (Delaware), Inc. (together with MNI and Holdings, each, a “U.S. Borrower” and collectively, the “U.S. Borrowers”) and Mitel Networks Corporation (the “Canadian Borrower” and together with the U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), certain of the Lenders and Wilmington Trust FSB, as U.S. Administrative Agent. Unless otherwise defined herein, terms used herein have the meanings provided in the Sixth Amendment. The undersigned hereby certifies solely in his or her capacity as an Authorized Officer (as defined in the Credit Agreement) of Mitel Networks Corporation and not in his or her individual capacity, that, both immediately before and after giving effect to the Sixth Amendment on the Sixth Amendment Effective Date that the statements set forth in Article IV of the Sixth Amendment are true and correct.
Certificate of Authorized Officer. Whenever an Applicable Exercise Price is adjusted pursuant to this Section 4.6, the Company shall promptly file with the Warrant Agent and with each transfer agent for the Common Stock a certificate signed by the Chief Executive Officer, President or Chief Financial Officer and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Company setting forth in reasonable detail the events requiring the adjustment, the method by which such adjustment was calculated, and specifying the Applicable Exercise Price and the number or kind or class of shares or other securities or property purchasable upon exercise of the Warrants after giving effect to such adjustment, and will cause to be mailed, first class, postage prepaid a summary thereof to the registered Holders of the Warrant Certificates at their last addressees as they appear on the registry books of the Warrant Agent.
Certificate of Authorized Officer. Each submission of annual and quarterly financial statements of the Borrower, as aforesaid, shall be accompanied by a certificate of an authorized officer of the Borrower Representative, in form and substance satisfactory to the Lender, which, among other things certifies either (A) that as of the date of such financial statements there has occurred and is continuing no event or circumstance which is or, with the giving of notice, the passage of time, or both, would be an Event of Default under this Agreement, or (B) that such an event or circumstance existed as of the date of such financial statements as particularly described in such certificate and that the Borrower has taken or intends to take action with respect to such event or circumstance as set forth in such certificate.
Certificate of Authorized Officer. By its execution of this Amendment, each Borrower shall be deemed to have certified that, both immediately before and after giving effect to this Amendment on the First Amendment Effective Date, the statements set forth in Sections 4.1 and 4.2 hereof are true and correct.
Certificate of Authorized Officer. Purchaser shall have delivered to Seller a certificate executed by an authorized officer of Purchaser, dated the date of the Closing, to the effect that the conditions set forth in subsections (a)-(h) of this Section 8.2, have been satisfied.
Certificate of Authorized Officer. A certificate of an Authorized Officer of the Borrower confirming that after giving effect to the Mortgages described in Section 11(a), all of the Mortgaged Properties will represent at least the lesser of (i) 75% of the total value of the Oil and Gas Properties evaluated in the Reserve Report dated as of June 30, 2007, and included in the Borrowing Base after giving effect to exploration and production activities, acquisitions, dispositions and production or (ii) 125% of the Aggregate Commitment (after giving effect to the increase of the Aggregate Commitment pursuant to this Amendment).
