Closing Certificate, Consents and Permits. A certificate executed by an officer of the Company on behalf of the Company certifying the matters set forth in Section 12.2.1 as of the Closing Date.
Closing Certificate, Consents and Permits. A certificate executed by an officer of the Company on behalf of the Company certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof; together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Company in connection with the Related Transactions have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the Related Transactions have been obtained.
Closing Certificate, Consents and Permits. Administrative Agent has received a certificate, in form and substance satisfactory to Administrative Agent, executed by an officer of Borrower on behalf of Borrower certifying the matters set forth in Section 12.2 and certain other matters requested by the Administrative Agent as of the Closing Date.
Closing Certificate, Consents and Permits. A certificate executed by the officers of each Borrower certifying the matters set forth in Section 12.2.1 as of the Closing Date. - 65 - 3193012v9/28370-0031
Closing Certificate, Consents and Permits. A certificate executed by an officer of the Borrowers on behalf of the Borrowers certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof; together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Borrowers in connection with the Related Transactions and the transactions contemplated under this Agreement have been duly obtained on terms reasonably satisfactory to the Administrative Agent and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the Related Transactions have been obtained.
Closing Certificate, Consents and Permits. A certificate executed by an officer of the Borrowers’ Agent on behalf of the Borrowers’ Agent certifying (A) the matters set forth in Section 3.2 as of the Closing Date and (B) the occurrence of the closing of the Moark Acquisition and that such closing has been consummated in accordance with the terms of the Moark Acquisition Documents without waiver of any material condition thereof; together with evidence that (1) all necessary governmental, regulatory, creditor, member, partner and other material consents, approvals and exemptions required to be obtained by the Borrowers’ Agent in connection with the Moark Acquisition, including in respect of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the Moark Acquistion have been obtained.
Closing Certificate, Consents and Permits. A certificate executed by the President or a Vice President of each of the Borrowers certifying (a) the matters set forth in Section 12.2.1 as of the Restatement Date and (b) that all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Borrowers in connection with the Dividend Program have been duly obtained and are in full force and effect.
Closing Certificate, Consents and Permits. A certificate executed by an officer of the Borrowers on behalf of the Borrowers certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the occurrence of the closing of the IZI Acquisition and that such closing has been consummated in accordance with the terms of the IZI Acquisition Agreements without waiver of any material condition thereof; together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by any Borrower in connection with the IZI Acquisition have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the IZI Acquisition have been obtained.
Closing Certificate, Consents and Permits. A certificate executed by an officer of the Parent on behalf of the Parent certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date, (b) that the trailing EBITDA of the Parent and its Subsidiaries on a trailing twelve-month basis (assuming the Related Transactions have been consummated) for the twelve months ending September 30, 2006 is at least $10.0 million, (c) that the Total Debt to EBITDA Ratio as of the Closing Date (assuming the Bridge Loan has been made and the Related Transactions have been consummated and using the EBITDA for the twelve months ending September 30, 2006) is 3.50 to 1.00 or less, (d) that there has been no material adverse change in the business, assets, liabilities, properties, condition (financial or otherwise), results of operations or prospects of (i) Parent and its Subsidiaries (including without limitation MTC and its Subsidiaries) taken as a whole since September 30, 2006, and (ii) the Parent and its Subsidiaries (not taking into account MTC and its Subsidiaries) taken as a whole since September 30, 2006, (e) that the Parent and its Subsidiaries shall have no Debt, as of the Closing Date, other than the Bridge Loan and Debt permitted under Section 11.1, (f) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without any material amendment or waiver thereof, or any change to the disclosure schedules thereto, which has not been approved in writing by the Administrative Agent, together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by the Parent (or its Subsidiaries) in connection with the Related Transactions, the Loans or the continuing operations of the Parent and its Subsidiaries have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) of the Parent and its Subsidiaries (including those acquired in connection with the Related Transactions) have been obtained, and (g) that the costs and expenses of the Related Transactions and the closing of the Bridge Loan and the initial Permanent Loans shall not exceed $3,250,000.
Closing Certificate, Consents and Permits. A certificate executed by a Senior Officer of Worldwide on behalf of the Loan Parties certifying (a) the matters set forth in Section 13.2 as of the Closing Date and (b) the occurrence of the closing of the Related Transactions and that such closing has been consummated in accordance with the terms of the Related Agreements without waiver of any material condition thereof; together with evidence that (i) all necessary governmental, regulatory, creditor, shareholder, partner and other material consents, approvals and exemptions required to be obtained by any UTi Group Company in connection with the Related Transactions have been duly obtained and are in full force and effect and (ii) all material permits necessary for the operation of any business(es) acquired in connection with the Related Transactions have been obtained.
