Financial Officer Certificate. The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.3.
Financial Officer Certificate. The Lender shall have received a certificate, dated the Closing Date and signed by a Designated Financial Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 6.2 at the Effective Time.
Financial Officer Certificate. The Agent shall have received a certificate, dated the Restatement Date and signed by a Designated Financial Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 6.2 at the Effective Time.
Financial Officer Certificate. The Administrative Agent shall have received a certificate, dated the Closing Date and signed by a Financial Officer of the Borrower confirming that the conditions set forth in paragraph (p) of this Section 4.1 and clauses (a) and (b) of Section 4.2 shall be satisfied on the Closing Date.
Financial Officer Certificate. The Company shall have furnished to the Representatives a certificate, dated the date of this Agreement and such Closing Date, of its principal financial and accounting officer, in form and substance reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated by this Agreement.
Financial Officer Certificate. The Agent shall have received a certificate, dated the Closing Date and signed by a Designated Financial Officer, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 6.2 on the Closing Date.
Financial Officer Certificate. The Company will have furnished to the Purchaser a certificate of the Company, signed by the Company’s Chief Financial Officer, dated as of the Closing, to the effect that:
(a) the representations and warranties of the Company in this Agreement (other than the Designated Representations), if specifically qualified by materiality, Material Adverse Effect or other similar materiality qualifiers, were true and correct as of the date of this Agreement, and are true and correct on and as of the date of Closing as if made on and as of the Closing (other than those representations and warranties made as of a specific earlier date, which are true and correct as of such earlier date) and, if not so qualified, were true and correct in all material respects as of the date of this Agreement, and are true and correct in all material respects on and as of the date of Closing (other than those representations and warranties made as of a specific earlier date, which are true and correct as of such earlier date);
(b) each of the Designated Representations were true and correct in all respects as of the date of this Agreement and are true and correct on and as of the date of Closing as if made on and as of the Closing (other than any Designated Representation made as of a specific earlier date, which is true and correct in all respects as of such earlier date);
(c) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing; and
(d) since the date of the most recent financial statements filed by the Company with the SEC (exclusive of any amendment or supplement thereto), there has been no material adverse change in the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
Financial Officer Certificate. The Administrative Agent shall have received a certificate of the Parent, dated the Fourth Restatement Closing Date and signed by a Financial Officer of the Parent: (1) setting forth reasonably detailed calculations demonstrating that (A) the Total Leverage Ratio does not exceed 4.60:1.00, and (B) the Senior Leverage Ratio does not exceed 2.25:1.00, each on a pro forma basis immediately after giving effect to the Transactions occurring 1821445.29\C072091\0303228 on the Fourth Restatement Closing Date, (1) certifying that no Material Adverse Effect has occurred, and no material adverse effect on the performance of the Borrower and the Subsidiaries (other than NMTC Subsidiaries), taken as a whole, has occurred, in either case since December 31, 2013, (1) certifying compliance with the conditions set forth in paragraphs (a) and (b) of Section 5.2, (1) either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required, (1) certifying that the performance by each Loan Party of its obligations under each Loan Document to which it is a party does not (A) violate any applicable law, statute, rule or regulations or (B) conflict with, or result in a default or event of default under, any material agreement of any Loan Party, including, without limitation, any instrument or agreement (1) governing any debt or equity (or warrant or option with respect thereto) of GCI and its subsidiaries, and (2) that would constitute a material contract of any Loan Party, (1) certifying that simultaneously with the making of the Term B Loans on the Fourth Restatement Closing Date, the AWN Transaction occurred, and (1) attaching a true, correct and complete copy of the AWN Purchase Agreement.
Financial Officer Certificate. The Representative shall have received certificates, in form and substance reasonably satisfactory to the Representative, as of the date hereof and as of the Closing Date, each from the chief financial officer of the Company, in which such officer shall certify, among other things, that certain financial figures in the Pricing Disclosure Package and the Prospectus are materially accurate.
Financial Officer Certificate. The Administrative Agent shall have received a certificate of the Parent, dated the Closing Date and signed by a Financial Officer of the Parent: (i) setting forth reasonably detailed calculations demonstrating that (A) the Total Leverage Ratio does not exceed 5.25:1.00, and (B) the Senior Leverage Ratio does not exceed 3.00:1.00, each on a pro forma basis immediately after giving effect to the Transactions occurring on the Closing Date, and (ii) certifying that no Material Adverse Effect has occurred since December 31, 2008.
