Common use of Closing Date Certificates Clause in Contracts

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;; and (d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the each Loan Parties Party dated the Closing Date and certifying: (ai) that attached thereto is a true and complete copy of the charter or other similar organizational document of such each Loan Party, Party and each amendment thereto, certified (as of a date reasonably near the Closing Datedate of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (bii) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the Closing Datedate of the initial extension of credit, listing the charter or other similar organizational document of such Person Loan Party and each amendment thereto on file in such office and, if available, certifying that (iA) such amendments are the only amendments to such Personperson’s charter on file in such office, (iiB) such Person person has paid all franchise taxes to the date of such certificate and (iiiC) such Person person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; (ciii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;; and (div) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified or any other document delivered in Section 4.01(1) connection herewith on behalf of such Loan Party (together with a certificate of a another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(74.01(g)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person Person, is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party Party, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(14.02(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(74.02(7)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, office and (ii) such Person in the case of each Borrower, it has paid all franchise taxes to the date of such certificate and (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party Party, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (d) as to the solvency of the Loan Parties on a consolidated basis; and (e) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(14.02(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(74.02(4)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties each of Holdings and Merger Sub dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan PartyHoldings or Merger Sub, as applicable, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party Holdings or Merger Sub, as applicable, is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party Holdings or Merger Sub, as applicable, is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person Person, is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party Holdings or Merger Sub, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(14.02(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower with respect to each Loan Parties Party dated the Closing Date and certifying: (ai) that attached thereto is a true and complete copy of the charter or other similar organizational document of such each Loan Party, Party and each amendment thereto, certified (as of a date reasonably near the Closing Datedate of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized;; 125 (bii) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the Closing Datedate of the initial extension of credit, listing the charter or other similar organizational document of such Person Loan Party and each amendment thereto on file in such office and, if available, certifying that (iA) such amendments are the only amendments to such Personperson’s charter on file in such office, (iiB) such Person person has paid all franchise taxes to the date of such certificate and (iiiC) such Person person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; (ciii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors Governing Persons of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;; and (div) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified or any other document delivered in Section 4.01(1) connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(74.01(g)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized; (bi) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; (cii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;; and (diii) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties each of Holdings and Merger Sub dated the Original Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan PartyHoldings or Merger Sub, as applicable, and each amendment thereto, certified (as of a date reasonably near the Original Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party Holdings or Merger Sub, as applicable, is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party Holdings or Merger Sub, as applicable, is organized, dated reasonably near the Original Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party Holdings or Merger Sub, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Original Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)); and (e) that on the Original Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower with respect to each Loan Parties Party dated the Closing Date and certifying: (ai) that attached thereto is a true and complete copy of the charter or other similar organizational document of such each Loan Party, Party and each amendment thereto, certified (as of a date reasonably near the Closing Datedate of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (bii) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the Closing Datedate of the initial extension of credit, listing the charter or other similar organizational document of such Person Loan Party and each amendment thereto on file in such office and, if available, certifying that (iA) such amendments are the only amendments to such Personperson’s charter on file in such office, (iiB) such Person person has paid all franchise taxes to the date of such certificate and (iiiC) such Person person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; (ciii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors Governing Persons of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;; and (div) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified or any other document delivered in Section 4.01(1) connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(74.01(g)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties each of Holdings and Merger Sub dated the Closing Date and certifying: (a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan PartyHoldings or Merger Sub, as applicable, and each amendment thereto, certified (as of a date reasonably near the Closing Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party Holdings or Merger Sub, as applicable, is organized; (b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party Holdings or Merger Sub, as applicable, is organized, dated reasonably near the Closing Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certificate and (iii) such Person is duly organized and in good standing under the laws of such jurisdiction; (c) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party Holdings or Merger Sub, as applicable, authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect; (d) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified in Section 4.01(1) (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(7)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.

Closing Date Certificates. The Subject to the Limited Conditionality Provisions, the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower with respect to each Loan Parties Party dated the Closing Date and certifying: (ai) that attached thereto is a true and complete copy of the charter or other similar organizational document of such each Loan Party, Party and each amendment thereto, certified (as of a date reasonably near the Closing Datedate of the initial extension of credit) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (bii) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized, dated reasonably near the Closing Datedate of the initial extension of credit, listing the charter or other similar organizational document of such Person Loan Party and each amendment thereto on file in such office and, if available, certifying that (iA) such amendments are the only amendments to such Personperson’s charter on file in such office, (iiB) such Person person has paid all franchise taxes to the date of such certificate and (iiiC) such Person person is duly organized and in good standing or full force and effect under the laws of such jurisdiction; (ciii) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors Governing Persons of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is a party or any other document delivered in connection herewith on the Closing Date and certifying that such resolutions have not been modified, rescinded or amended and are in full force and effect;; and (div) as to the incumbency and specimen signature of each Responsible Officer executing the Loan Documents specified or any other document delivered in Section 4.01(1) connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to this Section 4.01(74.01(g)); and (e) that on the Closing Date following consummation of the Equity Contribution the Sponsors will control Merger Sub.