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 Agreement on the Effective Date, the statements set forth in Article V hereof are true and correct.
Certificate of Authorized Officer. The undersigned hereby certifies to Agent and each Lender that (1) each Loan Party has previously delivered to Agent a true, correct and complete copy of such Loan Party’s organizational 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except for those changes attached hereto, and, except as disclosed on an attachment, no such document has been repealed, revoked, rescinded or amended in any respect, and each remains in full force and effect, (3) each Loan Party remains in good standing in the jurisdiction of its organization, (4) except for those resolutions attached hereto (which were duly adopted by the parties named therein), the resolutions (the “Delivered Resolutions”) previously delivered to Agent by the Loan Parties authorize the execution, delivery and performance of the foregoing Amendment by the Loan Parties, (5) the Delivered Resolutions authorize 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 Amendment on behalf of the applicable Loan Parties, (6) the Person executing the foregoing Amendment on behalf of each 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 Loan Party, and (8) Agent and each Lender may conclusively rely on this Certificate unless and until superseding documents shall be delivered to Agent. M/I HOMES, INC., as the Borrower and the parent of each Guarantor By: ___________________________________________
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 Second Amendment Effective Date, the statements set forth in Article IV hereof are true and correct.
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. 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 MNI 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 a Warrant 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 Shares 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 Warrant 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. 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. Hedge AgreementsTransactions. Concurrently with any delivery of each Reserve Report, a certificate of an Authorized Officer of the Borrower, setting forth as of the last Business Day of the most recently ended fiscal year or period, as applicable, a true and complete list of all material -121- 727670773 12335469
Certificate of Authorized Officer. Gas Imbalances. Concurrently with any delivery of each Reserve Report, a certificate of an Authorized Officer of the Borrower, certifying that as of the last Business Day of the most recently ended fiscal year or period, as applicable, except as specified in such certificate, on a net basis, there are no gas imbalances, take or pay or other prepayments exceeding 2.5 Befe of Hydrocarbon volumes (stated on a gas equivalent basis) in the aggregate, with respect to the Credit Parties’ Oil and Gas Properties that would require any Credit Party to deliver Hydrocarbons either generally or produced from their Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. (i)
Certificate of Authorized Officer. Production Report and Lease Operating Statement. Concurrently with any delivery of each Reserve Report in connection with a Scheduled Redetermination, a certificate of an Authorized Officer of the Borrower, setting forth, for each calendar month during the then current fiscal year to date, the volume of production of Hydrocarbons and sales attributable to production of Hydrocarbons (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Borrowing Base Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto for each such calendar month. (j)
