Closing Condition Certificate. The Administrative Agent shall have received a certificate from the Borrower, signed by a Responsible Officer of the Borrower, certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (1) purport to affect or pertain to this Agreement or any other Loan Document, to the AWP Purchase Agreement or any of the transactions contemplated hereby or thereby, or (2) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and (D) that upon giving pro forma effect to the AWP Sale, the initial funding of Loans and issuance (or deemed issuance) of Letters of Credit on the Closing Date, and the payment by the Borrower of all fees and expenses incurred in connection herewith and due on the Closing Date, the Borrower is in Pro Forma Compliance with (and which shall demonstrate) the Consolidated Net Leverage Ratio set forth in Section 7.11(a).
Closing Condition Certificate. The Administrative Agent shall have received a certificate from the Borrower, signed by a Responsible Officer of the Borrower, certifying (A) that the conditions specified in Sections 4.01(p) and (q) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) as to the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Subsidiary or against any of their properties or revenues that (1) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby, or (2) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect and (D) that the attached, Third Amendment (as defined in the ABL Credit Agreement) and ABL Credit Agreement are true, correct and complete (and attaching such Third Amendment and ABL Credit Agreement).
Closing Condition Certificate. Administrative Agent shall have received a certificate signed on behalf of Borrower by a Duly Authorized Officer and dated the Closing Date certifying satisfaction of the conditions specified in Sections 5.1 and 5.2 hereof.
Closing Condition Certificate. (i) Three (3) Business Days prior to the proposed Closing Date, Seller shall prepare and deliver to Buyer a certificate setting forth an estimate of the cash held by Seller as of the Closing Date (the “Closing Condition Certificate”), which shall quantify in reasonable detail the items constituting such estimate and shall contain detailed evidence supporting such estimate.
Closing Condition Certificate. A fully-executed Closing Condition Certificate.
