Good Standing Certificate for each Loan Sample Clauses

Good Standing Certificate for each Loan. Party from the Secretary of State of the jurisdiction of its organization. Opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel for the Loan Parties. A Certificate signed by the President, a Vice President or a Financial Officer of the Borrower certifying the following: (i) the Microsemi Acquisition shall be consummated in all material respects pursuant to the Microsemi Acquisition Agreement, substantially concurrently with the funding of the Microsemi Acquisition Loans, and no provision of the Microsemi Acquisition Agreement shall have been amended or waived except to the extent permitted by clause (a) of the definition of “Microsemi Acquisition Conditions”, (ii) since December 31, 2017, there shall not have been or have occurred or there shall not exist any Microsemi Material Adverse Effect, (iii) the representations and warranties set forth in clause (f) of the definition of “Microsemi Acquisition Conditions” shall be true and correct as of the Microsemi Acquisition Closing Date. A solvency certificate signed by a Financial Officer of the Borrower in the form attached to the Commitment Letter pursuant to clause (c) of the definition of “Microsemi Acquisition Conditions”.