Loan Party Certifications Sample Clauses

Loan Party Certifications. By execution of Amendment, each of the undersigned hereby certifies, on behalf of the applicable Loan Party and not in his/her individual capacity, that as of the 2018 Amendment Effective Date: (i) each of Holdings, Parent, the Borrowers and the Restricted Subsidiaries is (a) duly organized or incorporated, validly existing and in good standing (to the extent such concept exists in the jurisdiction of organization of such person) under the laws of the jurisdiction of its organization or incorporation, (b) has the corporate power or other organizational power and authority to carry on its business as now conducted and to execute, deliver and perform its obligations under this Amendment and the Credit Agreement (as modified hereby) and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in the cases of clause (a) (other than with respect to the Borrowers), clause (b) and clause (c), where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; (ii) this Amendment has been duly authorized, executed and delivered by each of Holdings, the Borrowers and Parent and when executed and delivered by the other parties hereto, will constitute a legal, valid and binding obligation of Holdings, each Borrower and Parent, enforceable against them in accordance with its terms, subject to applicable Debtor Relief Laws and any other applicable bankruptcy, insolvency, reorganization, moratorium, examinership or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (iii) the execution and delivery by each Loan Party of this Amendment and the performance by each of Holdings, the Borrowers and Parent of this Amendment and the Credit Agreement (as modified hereby) and the consummation of the transactions contemplated hereby and thereby, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate (i) the Organizational Documents of, or (ii) any Requirements of Law applicable to, Holdings, any Intermediate Parent, the Borrowers or any Restricted Subsidiary, (c) will not violate or result i...
Sample 1See All (5)
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Loan Party Certifications. Each Loan Party hereby certifies to the Administrative Agent and each Lender that, as of the First Amendment Effective Date, and after giving effect to the amendment provided for in Section 1, above, (i) the representations and warranties of the Loan Parties contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date except to the extent that any such representation and warranty refers expressly to an earlier date, in which case it shall be true and correct in all material respects as of such earlier date; (ii) no event or condition has occurred and is continuing that constitutes an Event of Default or Potential Default; and (iii) the execution and delivery of this First Amendment by the Borrowers and the Guarantors have been approved by all necessary action of such Loan Parties’ respective boards of directors (or equivalent bodies otherwise named).
Sample 1See All (4)
Loan Party Certifications. Pursuant to the Financing Agreement including Section 7.01(k) thereof, the Loan Parties hereby certify to the Agents and the Lenders that as of the date hereof: (a) Attached as Exhibit B hereto is a true, correct and complete list and description of the following (collectively, the "Financial Accounts"): (a) all Deposit Accounts (as defined in Section 9-102 of the Uniform Commercial Code in effect in the State of New York (the "UCC")), (b) all Securities Accounts (as defined in Section 8-501 of the UCC), (c) all Commodity Accounts (as defined in Section 9-102 of the UCC) and (d) all other cash management accounts and similar arrangements, in each case that are owned, maintained or controlled by any of the Loan Parties (in each case, excluding any deposit accounts pledged in favor of sureties related to reclamation obligations). (b) All cash and other deposits and investments held in the Financial Accounts represent proceeds received as a result of payments on Accounts Receivable of the Loan Parties and all such cash, other deposits and investments constitute identifiable, traceable proceeds of Collateral. (c) To the Loan Parties’ best knowledge after due inquiry, diligence and investigation, the liens and security interests of the Collateral Agent (on behalf of the Agents and the Lenders) constitute valid, binding, enforceable and perfected liens in and to the Collateral (including Accounts Receivable), and subject only to Permitted Liens under the Loan Documents, and are not subject to avoidance, reduction, disallowance, disgorgement, counterclaim, surcharge or subordination for any reason under applicable law.
Sample 1
Loan Party Certifications. Each Loan Party hereby certifies to the Administrative Agent and each Lender that, as of the First Amendment Effective Date, and after giving effect to the modifications and waiver provided for in Section 1, above, (i) the representations and warranties of the Loan Parties contained in the Credit Agreement are true and correct in all material respects as though made on and as of such date, unless expressly made as of a prior date (in which case such representations and warranties shall have been true and correct in all material respects as of such prior date); provided that any representation and warranty that is qualified as to materiality, “Material Adverse Change” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects as of such respective dates; (ii) no event or condition has occurred and is continuing that constitutes an Event of Default or Potential Default; and (iii) the execution and delivery of this First Amendment by the Borrower and each Guarantor have been approved by all necessary action of such Loan Parties’ respective boards of directors (or equivalent bodies otherwise named). Upon the satisfaction of the foregoing conditions and the effectiveness of this First Amendment, the Administrative Agent shall advise the Borrower and the Lenders of the date on which the First Amendment Effective Date occurs. Notwithstanding the foregoing, if the First Amendment Effective Date has not occurred on or before November 5, 2018, this First Amendment shall not become effective and shall be deemed of no further force and effect.
Sample 1
Loan Party Certifications. Each of the Loan Parties hereby certifies that as of the First Amendment Effective Date: (a) each Loan Party has the power and authority to execute, deliver and perform its obligations under this First Amendment and the Amended Credit Agreement; (b) each Loan Party has duly executed and delivered this First Amendment and each of this First Amendment and the Amended Credit Agreement constitutes the legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing; and (c) the execution and delivery by each Loan Party of this First Amendment and performance by each Loan Party of each of this First Amendment and the Amended Credit Agreement, and the receipt of credit extensions hereunder and the Transactions (a) have been duly authorized by all corporate, stockholder, partnership, limited liability company or other organizational action required to be obtained by such Loan Party, (b) will not violate the Organization Documents of such Loan Party, (c) will not violate (i) any provision of law, statute, rule or regulation, or any applicable order of any court or any rule, regulation or order of any Governmental Authority in effect at the time of execution of this First Amendment or (ii) any provision of any indenture, agreement or other instrument to which such Loan Party is a party or by which it or any of its property is or may be bound at the time of execution of this First Amendment, (d) will not be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under any such indenture, agreement or other instrument, and (e) will not result in the creation or imposition of any Lien upon any property or assets now owned or hereafter acquired by such Loan Party, other than Permitted Liens, except in the case of clause (c) or (d) as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Sample 1
Loan Party Certifications. Each Borrower hereby certifies, represents and warrants to each Lender, the Letter of Credit Issuer and the Agent that, as of the First Amendment Effective Date, and after giving effect to the modifications provided for in Section 1, above, (i) the representations and warranties of the Borrowers contained in the Credit Agreement and this First Amendment are true and correct in all material respects as though made on and as of such date (except for representations and warranties that expressly relate solely to an earlier date or time, which representations and warranties were true and correct on and as of the specific dates or times referred to therein); (ii) no event or condition has occurred and is continuing that constitutes an Incipient Default or Event of Default; and (iii) the execution and delivery of this First Amendment by each Borrower have been approved by all necessary corporate or company action of such Borrower’s board of directors (or equivalent body otherwise named).
Sample 1

Related to Loan Party Certifications

  • Third-Party Certifications and Audits Upon Client’s written request at reasonable intervals, and subject to the confidentiality obligations set forth in the Agreement and this DPA, Securiti shall make available to Client that is not a competitor of Securiti (or Client’s independent, third-party auditor that is not a competitor of Securiti) a copy of Securiti’s then most recent third-party audits or certifications, as applicable (provided, however, that such audits, certifications and the results therefrom, including the documents reflecting the outcome of the audit and/or the certifications, shall only be used by Client to assess compliance with this DPA and/or with applicable Data Protection Laws and Regulations, and shall not be used for any other purpose or disclosed to any third party without Securiti’s prior written approval and, upon Securiti’s first request, Client shall return all records or documentation in Client’s possession or control provided by Securiti in the context of the audit and/or the certification). At Client’s cost and expense, Securiti shall allow for and contribute to audits, including inspections of Securiti’s systems and physical premises, conducted by the controller or another auditor mandated by the controller (who is not a direct or indirect competitor of Securiti) provided that the parties shall agree on the scope, methodology, timing and conditions of such audits and inspections. Subject to Section 2.3.2, Client may request measures to be taken by Securiti following the results of the audit or inspection.

  • E-VERIFY CERTIFICATION Pursuant to Executive Order RP-80, Engineer certifies and ensures that for all contracts for services, Engineer shall, to the extent permitted by law, utilize the United States Department of Homeland Security’s E-Verify system during the term of this agreement to determine the eligibility of: 1. All persons employed by Engineer during the term of this agreement to perform duties within the State of Texas; and 2. All persons, including subcontractors, assigned by Engineer to perform work pursuant to this agreement. Violation of this provision constitutes a material breach of this agreement.

  • Eligibility Certification A state agency may not accept a bid or award a contract that includes proposed financial participation by a person who received compensation from the agency to participate in preparing the Specifications or request for proposals on which the bid or contract is based. The Texas Government Code requires the following statement: “Under Section 2155.004, Texas Government Code, the vendor certifies that the individual or business entity named in this bid or contract is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.”

  • Non-compliance Penalty Certificate If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-compliance Penalty Certificate 90 business days before the expiry of the contract indicating the Non-compliance Penalties which have accrued during that period.

  • OFAC Certification Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity or nation.

  • CLEC Certification 8.1 Notwithstanding any other provision of this Agreement, CenturyLink shall have no obligation to perform under this Agreement until such time as CLEC has obtained such FCC and Commission authorization(s) as may be required by Applicable Law for conducting business in the State as a competitive local exchange carrier. CLEC shall not be permitted to establish its account nor place any orders under this Agreement until it has obtained such authorization and provided proof of such to CenturyLink. For the life of this Agreement, CLEC must represent and warrant to CenturyLink that it remains a certified local provider of Telephone Exchange Service within CenturyLink’s Local Calling Area(s) in the State. At any time during the life of this Agreement, CLEC will provide a copy of its current Certificate of Operating Authority or other evidence of its status to CenturyLink upon request. CLEC’s failure to maintain such authorization(s) as may be required by Applicable Law for conducting business in the State as a CLEC shall be considered a Default of Agreement.

  • AS9100 Certification ‌ AS9100 Certification, specifies requirements for a quality management system to demonstrate the Contractor’s ability to consistently meet the customer requirements as well as statutory and regulatory requirements for the aerospace industry. An AS9100 Certification, is not mandatory; however, Contractors who desire to compete for work within the aerospace industry are encouraged to have AS9100 Certification, during the entire term of OASIS. The Contractor shall notify the OASIS CO, in writing, if there are any changes in the status of their AS9100 Certification, and provide the reasons for the change and copies of audits from an AS9100 Certification Body, as applicable. If only part of a Contractor’s organization is AS9100, certified, the Contractor shall make the distinction between which business units or sites and geographic locations have been certified.

  • Warranty Affirmations Assurances and Certifications 12 5.1 WARRANTY 12 5.2 General Affirmations 12 5.3 Federal Assurances 12 5.4 Federal Certifications 12 5.5 State Assurances 12 ARTICLE VI. Intellectual Property 13

  • Industry Certification Certified Pharmacy Technician Code: PTCBD001 College Credit: This Gold Standard Career Pathways Statewide Articulation Agreement guarantees the minimum award of course credits or a block of credit toward the above AAS/AS program is 9 hours of credit. This agreement does not preclude the awarding of additional credits by any college through local agreements.

  • Good Standing Certification (Act 154 of 2016): If this Agreement is a State-funded grant, Party hereby represents: (i) that it has signed and provided to the State the form prescribed by the Secretary of Administration for purposes of certifying that it is in good standing (as provided in Section 13(a)(2) of Act 154) with the Agency of Natural Resources and the Agency of Agriculture, Food and Markets, or otherwise explaining the circumstances surrounding the inability to so certify, and (ii) that it will comply with the requirements stated therein.

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