Common use of Officers' and Compliance Certificates Clause in Contracts

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries the Borrower pursuant to subdivisions (ii) and (iii) above, (a) an Officers' Certificate of Company the Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together Together with each delivery of financial statements of Company and its Subsidiaries the Companies pursuant to subdivisions (iiSECTIONS 5.1(a) and (iii) above5.1(b), (ai) an Officers' Certificate of Company Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Companies during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at of the date of such Officers' Certificate, of any condition or event that constitutes an Event of a Potential Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Borrower has taken, is taking taking, and proposes to take with respect thereto; , and (bii) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7SECTIONS 5.11, 6.3, and 6.4;

Officers' and Compliance Certificates. together Together with each delivery of financial statements of Company and its Subsidiaries the Companies pursuant to subdivisions (iiSECTIONS 5.1(a) and 5.1(b) (iii) above, (ai) an Officers' Certificate of Company Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Companies during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at of the date of such Officers' Certificate, of any condition or event that constitutes an Event of a Potential Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Borrower has taken, is taking and proposes to take with respect thereto; , and (bii) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7SECTIONS 5.11, 6.3, and 6.4;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company Holdings and its Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an Officers' Certificate of Company Holdings stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company Holdings and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Holdings has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;; (v)

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has have taken, is are taking and proposes propose to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;Compliance

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries the Borrower pursuant to subdivisions (iii) and (iiiii) aboveabove after the Effective Date, (a) an Officers' Certificate of Company the Borrower stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries the Borrower during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company the Borrower has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating demonstrating, in reasonable detail detail, compliance during and at the end of the applicable quarterly and annual accounting periods with the restrictions contained in Section 76;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (i), (ii) and (iii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company Borrower has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

Officers' and Compliance Certificates. together with each delivery of financial statements of Company and its Subsidiaries pursuant to subdivisions (iii) and (iiiii) above, (a) an Officers' Certificate of Company stating that the signers have reviewed the terms of this Agreement and have made, or caused to be made under their supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signers do not have knowledge of the existence as at the date of such Officers' Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) beginning with the earlier of (x) the Closing Date and (y) the fiscal period ending March 31, 1998, a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;