Common use of Documents and Certificates Clause in Contracts

Documents and Certificates. The Administrative Agent shall have received the following, in each case in form, scope and substance satisfactory to the Administrative Agent: (1) this Amendment, duly executed by the Borrowers, the Guarantors, the Pledgors, the Lenders, the Administrative Agent, and the Canadian Agent; (2) a certificate of each Loan Party, dated as of the Effective Date and executed by its Secretary or Assistant Secretary, certifying, inter alia, (A) Articles of Incorporation and Bylaws (or equivalent corporate documents), as amended and in effect, of such Loan Party; (B) resolutions duly adopted by the Board of Directors, members or other body of such Loan Party authorizing the transactions contemplated by this Amendment, and (C) the incumbency and specimen signatures of the officers of such Loan Party executing this Amendment on its behalf; (3) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, and any other legal matters relating to the Loan Parties, this Amendment, or the other Loan Documents; (4) a certificate dated the Effective Date executed by a Responsible Officer of the Revolving Borrower certifying that, to the best of such Responsible Officer’s knowledge, (i) since the end of Fiscal Year 2005 there has not occurred a material adverse change in the business, property, operation or condition (financial or otherwise) of the Revolving Borrower and its Subsidiaries, taken as a whole, (ii) the Revolving Borrower and the Restricted Subsidiaries are, in all material respects, in compliance with all existing financial obligations, (iii) no Default or Event of Default has occurred and is continuing, (iv) the representations and warranties of the Revolving Borrower and each Restricted Subsidiary contained in the Loan Documents (other than those representations and warranties limited by their terms to a specific date, in which case they shall be true and correct as of such date) are true and correct on and as of the Effective Date, (v) the Revolving Borrower has no Material Restricted Subsidiary that has not executed and delivered to the Secured Parties the Revolving Guaranty Agreement, and (vi) the Revolving Borrower has no Material Restricted Subsidiary all of the Capital Stock in which (other than the total issued and outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary, as to which no more than 65% is required to be pledged) has not been pledged to the Administrative Agent for the equal and ratable benefit of the Secured Parties pursuant to the Pledge Agreement; (5) a duly executed promissory note, in the amount of such Lender’s new Revolving Commitment, for the account of each Lender that requested a promissory note prior to the Effective Date; and (6) any other documents reasonably requested by Administrative Agent on or before the Effective Date.

Documents and Certificates. The Administrative Agent shall have received the followingfollowing documents and certificates, each of which, unless otherwise expressly indicated below, shall be dated as of the applicable Subsequent Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in each case in form, scope form and substance reasonably satisfactory to the Administrative Agent: (1i) this Amendmentnot less than 90 days prior to the proposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(b), duly executed by a written request for such Loans in form and substance acceptable to Administrative Agent and setting forth, among other things, (A) the Borrowers, proposed Subsequent Funding Date and (B) the Guarantors, the Pledgors, the Lenders, the Administrative Agent, and the Canadian Agentaggregate principal amount of such requested Loan; (2ii) a certificate of each Loan Partyan Authorized Officer of Parent, dated on behalf of Borrowers, certifying as of the Effective Date and executed to such items as reasonably requested by its Secretary or Assistant SecretaryAgents, certifying, inter alia, including: (A) Articles of Incorporation both before and Bylaws (or equivalent corporate documents), as amended and in effect, after giving effect to the borrowing of such Loan Party; (B) resolutions duly adopted by the Board of DirectorsLoans on such Subsequent Funding Date, members or other body of such Loan Party authorizing the transactions contemplated by this Amendment, and (C) the incumbency and specimen signatures of the officers of such Loan Party executing this Amendment on its behalf; (3) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, and any other legal matters relating to the Loan Parties, this Amendment, or the other Loan Documents; (4) a certificate dated the Effective Date executed by a Responsible Officer of the Revolving Borrower certifying that, to the best of such Responsible Officer’s knowledge, (i) since the end of Fiscal Year 2005 there has not occurred a material adverse change in the business, property, operation or condition (financial or otherwise) of the Revolving Borrower and its Subsidiaries, taken as a whole, (ii) the Revolving Borrower and the Restricted Subsidiaries are, in all material respects, in compliance with all existing financial obligations, (iii) no Default or Event of Default has shall have occurred and is be continuing, ; (ivB) the representations and warranties of the Revolving Borrower Credit Parties set forth in this Agreement and each Restricted Subsidiary contained the other Credit Documents are true and correct in the Loan Documents all material respects (other than those such representations and warranties limited that are already qualified by their terms to a specific datemateriality, Material Adverse Effect or similar language, in which case they such representations and warranties shall be true and correct in all respects) on the date of such request and such Subsequent Funding Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (other than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such date; (C) are true and correct on and evidence that the Credit Parties shall be in compliance with the Financial Performance Covenants recomputed as of the Effective Date, (vend of the Applicable Fiscal Period most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) the Revolving Borrower has no Material Restricted Subsidiary that has not executed and delivered or 8.01(b) after giving effect to the Secured Parties the Revolving Guaranty Agreement, and (vi) the Revolving Borrower has no Material Restricted Subsidiary all of the Capital Stock in which (other than the total issued and outstanding Foreign Subsidiary Voting Stock of requested Loan on a Foreign Subsidiary, as to which no more than 65% is required to be pledged) has not been pledged to the Administrative Agent for the equal and ratable benefit of the Secured Parties pursuant to the Pledge Agreement; (5) a duly executed promissory note, in the amount of such Lender’s new Revolving Commitment, for the account of each Lender that requested a promissory note prior to the Effective Datepro forma basis; and (6iii) any other documents reasonably requested a certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum (prepared by Administrative Agent on or before Agent) detailing the Effective Datesources and uses of such Loan, each of which shall be acceptable to Administrative Agent.

Documents and Certificates. The Administrative Agent shall have received the followingfollowing documents and certificates, in each case in formof which, scope unless otherwise expressly indicated below, shall be dated as of the applicable Subsequent Funding Date and substance satisfactory to the Administrative Agent: (1) this Amendment, duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent: ​ (i) not less than 9015 days (or such shorter amount of time to which Administrative Agent agrees in its discretion) prior to the Borrowersproposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(bc), Section 2.01(d) or Section 2.01(e), a written request for such Loans in the form and substance acceptableprovided by Parent to Administrative Agent and setting forth, among other things, (A) unless such Loans are requested pursuant to Section 2.01(d), the Guarantors, the Pledgors, the Lenders, the Administrative Agentproposed Subsequent Funding Date, and (B) the Canadian Agentaggregate principal amount of such requested Loan; (2ii) not less than 90 days prior to the proposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(f), a written request for such Loans in the form provided by Parent to Administrative Agent and setting forth, among other things, (A) the proposed Subsequent Funding Date and (B) the aggregate principal amount of such requested Loan; (iii) (ii) a certificate of each Loan Partyan Authorized Officer of Parent, dated on behalf of Borrowers, certifying as of the Effective Date and executed to such items as reasonably requested by its Secretary or Assistant SecretaryAgents, certifying, inter alia, including: ​ (A) Articles of Incorporation both before and Bylaws (or equivalent corporate documents), as amended and in effect, after giving effect to the borrowing of such Loan Party; (B) resolutions duly adopted by the Board of DirectorsLoans on such Subsequent Funding Date, members or other body of such Loan Party authorizing the transactions contemplated by this Amendment, and (C) the incumbency and specimen signatures of the officers of such Loan Party executing this Amendment on its behalf; (3) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, and any other legal matters relating to the Loan Parties, this Amendment, or the other Loan Documents; (4) a certificate dated the Effective Date executed by a Responsible Officer of the Revolving Borrower certifying that, to the best of such Responsible Officer’s knowledge, (i) since the end of Fiscal Year 2005 there has not occurred a material adverse change in the business, property, operation or condition (financial or otherwise) of the Revolving Borrower and its Subsidiaries, taken as a whole, (ii) the Revolving Borrower and the Restricted Subsidiaries are, in all material respects, in compliance with all existing financial obligations, (iii) no Default or Event of Default has shall have occurred and is be continuing, ; ​ (ivB) the representations and warranties of the Revolving Borrower Credit Parties set forth in this Agreement and each Restricted Subsidiary contained the other Credit Documents are true and correct in the Loan Documents all material respects (other than those such representations and warranties limited that are already qualified by their terms to a specific datemateriality, Material Adverse Effect or similar language, in which case they such representations and warranties shall be true and correct in all respects) on the date of such request and such Subsequent Funding Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (other than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such date; ​ (C) if the Loans are true and correct on and being advanced pursuant to Section 2.01(f), evidence that the Credit Parties shall be in compliance with the Financial Performance Covenants recomputed as of the Effective Date, (vend of the Applicable Fiscal Period most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) the Revolving Borrower has no Material Restricted Subsidiary that has not executed and delivered or 8.01(b) after giving effect to the Secured Parties requested Loan on a pro forma basis; and ​ (iv) (iii) if the Revolving Guaranty Agreement, and (vi) the Revolving Borrower has no Material Restricted Subsidiary all of the Capital Stock in which (other than the total issued and outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary, as to which no more than 65% is required to be pledged) has not been pledged to the Administrative Agent for the equal and ratable benefit of the Secured Parties Loans are being advanced pursuant to Section 2.01(f), a certificate detailing the Pledge Agreement; planned distribution of proceeds from the Loans and a funds flow memorandum (5prepared by Administrative Agent) a duly executed promissory note, in detailing the amount sources and uses of such Lender’s new Revolving CommitmentLoan, for the account each of each Lender that requested a promissory note prior which shall be acceptable to the Effective Date; and (6) any other documents reasonably requested by Administrative Agent on or before the Effective Date.Agent. ​

Documents and Certificates. The Administrative Agent shall have received the followingfollowing documents and certificates, each of which, unless otherwise expressly indicated below, shall be dated as of the applicable Subsequent Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in each case in form, scope form and substance reasonably satisfactory to the Administrative Agent: (1i) this Amendmentnot less than 15 days (or such shorter amount of time to which Administrative Agent agrees in its discretion) prior to the proposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(c), duly executed Section or 2.01(d) or Section 2.01(e), a written request for such Loans in the form provided by the BorrowersParent to Administrative Agent and setting forth, among other things, (A) unless such Loans are requested pursuant to Section 2.01(d), the Guarantors, the Pledgors, the Lenders, the Administrative Agentproposed Subsequent Funding Date, and (B) the Canadian Agentaggregate principal amount of such requested Loan; (2ii) not less than 90 days prior to the proposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(f), a written request 47 ‌ ​ for such Loans in the form provided by Parent to Administrative Agent and setting forth, among other things, (A) the proposed Subsequent Funding Date and (B) the aggregate principal amount of such requested Loan;[reserved]; (iii) a certificate of each Loan Partyan Authorized Officer of Parent, dated on behalf of Borrowers, certifying as of the Effective Date and executed to such items as reasonably requested by its Secretary or Assistant SecretaryAgents, certifying, inter alia, including: (A) Articles of Incorporation both before and Bylaws (or equivalent corporate documents), as amended and in effect, after giving effect to the borrowing of such Loan Party; (B) resolutions duly adopted by the Board of DirectorsLoans on such Subsequent Funding Date, members or other body of such Loan Party authorizing the transactions contemplated by this Amendment, and (C) the incumbency and specimen signatures of the officers of such Loan Party executing this Amendment on its behalf; (3) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, and any other legal matters relating to the Loan Parties, this Amendment, or the other Loan Documents; (4) a certificate dated the Effective Date executed by a Responsible Officer of the Revolving Borrower certifying that, to the best of such Responsible Officer’s knowledge, (i) since the end of Fiscal Year 2005 there has not occurred a material adverse change in the business, property, operation or condition (financial or otherwise) of the Revolving Borrower and its Subsidiaries, taken as a whole, (ii) the Revolving Borrower and the Restricted Subsidiaries are, in all material respects, in compliance with all existing financial obligations, (iii) no Default or Event of Default has shall have occurred and is be continuing, ; (ivB) the representations and warranties of the Revolving Borrower Credit Parties set forth in this Agreement and each Restricted Subsidiary contained the other Credit Documents are true and correct in the Loan Documents all material respects (other than those such representations and warranties limited that are already qualified by their terms to a specific datemateriality, Material Adverse Effect or similar language, in which case they such representations and warranties shall be true and correct in all respects) on the date of such request and such Subsequent Funding Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (other than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such date) are true and correct on and as of the Effective Date, (v) the Revolving Borrower has no Material Restricted Subsidiary that has not executed and delivered to the Secured Parties the Revolving Guaranty Agreement, and (vi) the Revolving Borrower has no Material Restricted Subsidiary all of the Capital Stock in which (other than the total issued and outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary, as to which no more than 65% is required to be pledged) has not been pledged to the Administrative Agent for the equal and ratable benefit of the Secured Parties pursuant to the Pledge Agreement; (5C) a duly executed promissory note, in the amount of such Lender’s new Revolving Commitment, for the account of each Lender that requested a promissory note prior to the Effective Date[reserved]; and (6iv) any other documents reasonably requested by Administrative Agent on or before the Effective Date[reserved].

Documents and Certificates. The Administrative Agent shall have received the followingfollowing documents and certificates, each of which, unless otherwise expressly indicated below, shall be dated as of the applicable Subsequent Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in each case in form, scope form and substance reasonably satisfactory to the Administrative Agent: (1i) this AmendmentUnless such advance is being made pursuant to Section 2.01(g), duly executed not less than 15 days (or such shorter amount of time to which Administrative Agent agrees in its discretion) prior to the proposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(c), 2.01(d) or 2.01(f), a written request for such Loans in the form provided by the BorrowersParent to Administrative Agent and setting forth, among other things, (A) unless such Loans are requested pursuant to Section 2.01(d), the Guarantors, the Pledgors, the Lenders, the Administrative Agentproposed Subsequent Funding Date, and (B) the Canadian Agentaggregate principal amount of such requested Loan; (2ii) not less than 90 days prior to the proposed Subsequent Funding Date for the Loans available to Borrowers pursuant to Section 2.01(g), a written request for such Loans in the form provided by Parent to Administrative Agent and setting forth, among other things, (A) the proposed Subsequent Funding Date and (B) the aggregate principal amount of such requested Loan;[reserved]; (iii) a certificate of each Loan Partyan Authorized Officer of Parent, dated on behalf of Borrowers, certifying as of the Effective Date and executed to such items as reasonably requested by its Secretary or Assistant SecretaryAgents, certifying, inter alia, including: (A) Articles of Incorporation both before and Bylaws (or equivalent corporate documents), as amended and in effect, after giving effect to the borrowing of such Loan Party; (B) resolutions duly adopted by the Board of DirectorsLoans on such Subsequent Funding Date, members or other body of such Loan Party authorizing the transactions contemplated by this Amendment, and (C) the incumbency and specimen signatures of the officers of such Loan Party executing this Amendment on its behalf; (3) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, and any other legal matters relating to the Loan Parties, this Amendment, or the other Loan Documents; (4) a certificate dated the Effective Date executed by a Responsible Officer of the Revolving Borrower certifying that, to the best of such Responsible Officer’s knowledge, (i) since the end of Fiscal Year 2005 there has not occurred a material adverse change in the business, property, operation or condition (financial or otherwise) of the Revolving Borrower and its Subsidiaries, taken as a whole, (ii) the Revolving Borrower and the Restricted Subsidiaries are, in all material respects, in compliance with all existing financial obligations, (iii) no Default or Event of Default has shall have occurred and is be continuing, ; and (ivB) the representations and warranties of the Revolving Borrower Credit Parties set forth in this Agreement and each Restricted Subsidiary contained the other Credit Documents are true and correct in the Loan Documents all material respects (other than those such representations and warranties limited that are already qualified by their terms to a specific datemateriality, Material Adverse Effect or similar language, in which case they such representations and warranties shall be true and correct in all respects) on the date of such request and such Subsequent Funding Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (other than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such date;. (C) if the Loans are true and correct on and being advanced pursuant to Section 2.01(g), evidence that the Credit Parties shall be in compliance with the Financial Performance Covenants recomputed as of the Effective Date, (vend of the Applicable Fiscal Period most recently ended for which financial statements have been delivered pursuant to Section 8.01(a) the Revolving Borrower has no Material Restricted Subsidiary that has not executed and delivered or 8.01(b) after giving effect to the Secured Parties the Revolving Guaranty Agreement, and (vi) the Revolving Borrower has no Material Restricted Subsidiary all of the Capital Stock in which (other than the total issued and outstanding Foreign Subsidiary Voting Stock of requested Loan on a Foreign Subsidiary, as to which no more than 65% is required to be pledged) has not been pledged to the Administrative Agent for the equal and ratable benefit of the Secured Parties pursuant to the Pledge Agreement; (5) a duly executed promissory note, in the amount of such Lender’s new Revolving Commitment, for the account of each Lender that requested a promissory note prior to the Effective Datepro forma basis; and (6iv) any other documents reasonably requested if the Loans are being advanced pursuant to Section 2.01(g), a certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum (prepared by Administrative Agent on or before Agent) detailing the Effective Datesources and uses of such Loan, each of which shall be acceptable to Administrative Agent.

Documents and Certificates. The Administrative Agent shall have received the followingfollowing documents and certificates, each of which, unless otherwise expressly indicated below, shall be dated as of such Subsequent Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in each case in form, scope form and substance reasonably satisfactory to the Administrative Agent: (1i) this AmendmentNot less than 15 days (or such shorter amount of time to which Administrative Agent agrees in its discretion) prior to such Subsequent Funding Date, duly executed a written request for such Loans in the form provided by Borrowers to Administrative Agent and setting forth, among other things, (A) the Borrowers, proposed Subsequent Funding Date and (B) the Guarantors, the Pledgors, the Lenders, the Administrative Agent, and the Canadian Agentaggregate principal amount of such requested Loan; (2ii) a certificate of each Loan Partyan Authorized Officer of Vireo Minnesota, dated on behalf of Borrowers, certifying as of the Effective Date and executed to such items as reasonably requested by its Secretary or Assistant SecretaryAgents, certifying, inter alia, including: (A) Articles of Incorporation both before and Bylaws (or equivalent corporate documents), as amended and in effect, after giving effect to the borrowing of such Loan Party; (B) resolutions duly adopted by the Board of DirectorsLoans on such Subsequent Funding Date, members or other body of such Loan Party authorizing the transactions contemplated by this Amendment, and (C) the incumbency and specimen signatures of the officers of such Loan Party executing this Amendment on its behalf; (3) such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, and any other legal matters relating to the Loan Parties, this Amendment, or the other Loan Documents; (4) a certificate dated the Effective Date executed by a Responsible Officer of the Revolving Borrower certifying that, to the best of such Responsible Officer’s knowledge, (i) since the end of Fiscal Year 2005 there has not occurred a material adverse change in the business, property, operation or condition (financial or otherwise) of the Revolving Borrower and its Subsidiaries, taken as a whole, (ii) the Revolving Borrower and the Restricted Subsidiaries are, in all material respects, in compliance with all existing financial obligations, (iii) no Default or Event of Default has shall have occurred and is be continuing, ; and (ivB) the representations and warranties of the Revolving Borrower Credit Parties set forth in this Agreement and each Restricted Subsidiary contained the other Credit Documents are true and correct in the Loan Documents all material respects (other than those such representations and warranties limited that are already qualified by their terms to a specific datemateriality, Material Adverse Effect or similar language, in which case they such representations and warranties shall be true and correct in all respects) on the date of such request and such Subsequent Funding Date; provided, however, that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (other than such representations and warranties that are already qualified by materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) as of such date) are true and correct on and as of the Effective Date, (v) the Revolving Borrower has no Material Restricted Subsidiary that has not executed and delivered to the Secured Parties the Revolving Guaranty Agreement, and (vi) the Revolving Borrower has no Material Restricted Subsidiary all of the Capital Stock in which (other than the total issued and outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary, as to which no more than 65% is required to be pledged) has not been pledged to the Administrative Agent for the equal and ratable benefit of the Secured Parties pursuant to the Pledge Agreement; (5) a duly executed promissory note, in the amount of such Lender’s new Revolving Commitment, for the account of each Lender that requested a promissory note prior to the Effective Date; and (6) any other documents reasonably requested by Administrative Agent on or before the Effective Date.