Common use of Closing Certificate Clause in Contracts

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachmentsattachments including the certificate of incorporation or certificate of formation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party.

Closing Certificate. The Administrative Agent shall have received ------------------- received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Partythe Borrower, dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.;

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CA, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Date, substantially in the form of Exhibit CJ, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have ------------------- received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent Agents shall have received a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.F.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan PartyParty party to any Loan Document on the Closing Date, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments and (ii) a long form good standing certificate for each Loan Party (other than the Foreign Subsidiary Borrower party hereto on the Closing Date) from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit CM hereto, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower and each Loan PartySubsidiary Guarantor, dated the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each of the Loan PartyParties, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower and each of the other Loan PartyParties, dated as of the Closing Date, each substantially in the form of Exhibit C, with appropriate insertions and attachments.;

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB or otherwise in form and substance reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CG, with appropriate insertions and attachmentsattachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments, executed by the President or any Vice President and the Secretary or any Assistant Secretary of such Loan Party.

Closing Certificate. The Administrative Agent shall have received received, with a copy for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Date, substantially in the form of Exhibit CI, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each of the Loan PartyParties, dated the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Closing Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan PartyParty party hereto on the date hereof, dated the Closing Date, substantially in the form of Exhibit CC-1, with appropriate insertions and attachments, (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization, incorporation or other organization, as applicable, and (iii) a certificate from a Responsible Officer of the Borrower, substantially in the form of Exhibit C-2.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CI, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction or organization of such Loan Party and (ii) a long form good standing certificate for each Loan Party from its jurisdiction or organization.

Closing Certificate. The Administrative Agent shall have received ------------------- a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each of the Loan PartyParties, dated the Fourth Restatement Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments.

Closing Certificate. The U.S. Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Restatement Date, substantially in the form of Exhibit CF, with appropriate insertions and attachmentsattachments including the certificate of incorporation or certificate of formation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CI, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate certificates of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CC-1 and Exhibit C-2, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Credit Party, dated the Closing Effective Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CI, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Agreement Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Third Amendment Effective Date, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each of the Borrower and each other Loan Party, dated the Closing Date, substantially in the form of Exhibit CC-1 or C-2, respectively, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF-1, with appropriate jurisdiction specific amendments and appropriate insertions and attachmentsattachments including the certificate of incorporation or certificate of formation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, Restatement Effective Date with appropriate insertions and attachmentsattachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Initial Funding Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of Parent and each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments.attachments including the certificate of incorporation or certificate of formation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party. (g)

Closing Certificate. The Administrative Agent shall have received received, a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit C, D with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Amendment/Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in form reasonably satisfactory to the form of Administrative Agent and containing the representations and items included in Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, Date substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a ------------------- certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit CA, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments including the certificate of incorporation or formation of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CI, with appropriate insertions and attachmentsattachments including, without limitation, the formation documents and a long form good standing certificate (where applicable) of each Group Member certified by the relevant authority of the jurisdiction of organization of such Group Member.

Closing Certificate. The Administrative Agent shall have received ------------------- received, a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit C, E with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Partythe Borrower, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.C.

Closing Certificate. The Administrative Agent shall have received a certificate of from each Loan Party, dated the Closing Tranche B Effective Date, substantially in the form of Exhibit CJ to the Credit Agreement, with appropriate insertions and attachmentsattachments and modifications to reflect this Amendment.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CG, with appropriate insertions and attachmentsattachments including applicable corporate or similar authorizations and the certificate of incorporation or certificate of formation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing First Amendment Effective Date, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Effective Date, substantially in the form of Exhibit CK, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments including, without limitation, the formation documents and a good standing certificate of each Group Member certified by the relevant authority of the jurisdiction of organization of such Group Member.

Closing Certificate. The Administrative Agent shall have received ------------------- received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Restatement Effective Date, substantially in the form of Exhibit CI (or such other form reasonably acceptable to the Administrative Agent), with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachmentsattachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction or organization of such Loan Party and (ii) a long form good standing certificate for each Loan Party from its jurisdiction or organization.

Closing Certificate. The Administrative Agent shall have received a certificate of from Holdings and each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Third Restatement Effective Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Incremental Tranche B Effective Date, substantially in the form of Exhibit CC hereto, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CH, with appropriate insertions and attachmentsattachments including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Credit Party, dated the Closing Amendment Effective Date, substantially in the form of Exhibit CD, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate (a "Closing Certificate") of each Loan Party, dated the Closing Datedate of the initial extension of credit hereunder, substantially in the form of Exhibit CH-1, with appropriate insertions and attachments, in each case reasonably satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of the appropriate Loan Party.

Closing Certificate. The Administrative Agent Agents shall have ------------------- received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of the Borrower and each of the other Loan PartyParties, dated as of the Closing Date, each substantially in the form of Exhibit C, with appropriate insertions and attachments.; 100

Closing Certificate. The Administrative Agent shall have received (i) a closing certificate of the Borrower dated the Closing Date substantially in the form of Exhibit D-1 certifying as to the matters set forth therein and (ii) an officer’s certificate of each Loan Party, Party dated the Closing Date, substantially in the form of Exhibit CD-2, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Funding Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each the Loan PartyParties, dated the Closing Date, substantially in the form of Exhibit CG, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CB, with appropriate insertions and attachments.. 110

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CE, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent Agents shall have ------------------- received a certificate of each Loan Party, dated the Original Closing Date, substantially in the form of Exhibit CC to the Original Credit Agreement, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CG, with appropriate insertions and attachmentsattachments including the certificate of incorporation or certificate of formation, as applicable, of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party.

Closing Certificate. The Administrative Agent shall have received a certificate of BAH Borrower, the Borrower and each of the other Loan PartyParties, dated as of the Closing Effective Date, each substantially in the form of Exhibit CE, with appropriate insertions and attachments.; and

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan PartyParty and EPE Holding Corporation, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments including, without limitation, the formation documents and a good standing certificate (where applicable) of each Group Member certified by the relevant authority of the jurisdiction of organization of such Group Member.

Closing Certificate. The Administrative Agent shall have received received, with a counterpart for each Lender, a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments, satisfactory in form and substance to the Agents.

Closing Certificate. The Administrative Agent shall have received received, with a certificate counterpart for each Lender, a Closing Certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit CF, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan PartyParty (other than a Dormant Subsidiary), dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachmentsattachments (including, in the case of the certificate of the US Borrower, certifications that (i) since March 31, 2007, there has been no Closing Date Material Adverse Effect and (ii) all Target Closing Date Representations are true and correct in all material respects).

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Second Amendment Effective Date, substantially in the form of Exhibit CC to the Credit Agreement, with appropriate insertions and attachments.

Closing Certificate. The Administrative Agent shall have received a certificate of each Loan Party, dated as of the Closing Date, each substantially in the form of Exhibit C, with appropriate insertions and attachments.;