Common use of Officer’s Certificate as to Certain Representations, Warranties and Undertakings Clause in Contracts

Officer’s Certificate as to Certain Representations, Warranties and Undertakings. The Administrative Agent shall have received a closing certificate, signed by a Responsible Officer of the Borrower, dated the Closing Date, certifying that: (i) the Acquisition Agreement contains all the material terms of the Acquisition; (ii) no Major Event of Default is continuing or would result from the proposed utilization; (iii) all the Major Undertakings have been complied with; (iv) all the Major Representations are true in all material respects or, in the case of a relevant Major Representation that is already qualified by materiality, are true; (v) after utilizing the Facilities that are available on the Closing Date and together with cash on hand, the proceeds of the 9.50% Senior Notes, the proceeds of the Extended Bridge Loans, the proceeds of the Equity Offering and the proceeds of the Equity Bridge Loans, the Borrower will have sufficient funds necessary to satisfy and pay for the cash component of the Acquisition to acquire all of the Target shares pursuant to the Acquisition Agreement, effect the Refinancing and to pay all Transaction Costs; and (vi) none of the corporate authorizations referred to in Section 3.1(g)(vii) have been amended, revoked, superseded or invalidated as at the Closing Date.

Officer’s Certificate as to Certain Representations, Warranties and Undertakings. The Administrative Agent shall have received a closing certificate, signed by a Responsible Officer of the Borrower, dated the Closing Date, certifying that: (i) the Acquisition Agreement contains all the material terms of the Acquisition; (ii) no Major Event of Default is continuing or would result from the proposed utilization; (iii) all the Major Undertakings have been complied with; (iv) all the Major Representations are true in all material respects or, in the case of a relevant Major Representation that is already qualified by materiality, are true; (v) after utilizing the Facilities that are available on proceeds of the Closing Date and Loans together with cash on hand, the proceeds of the 9.50% Senior Notes, the proceeds of the Extended Two Year Equity Bridge Loans, the proceeds of the Equity Offering and the proceeds of the Equity Bridge Senior Secured Loans, the Borrower will have sufficient funds necessary to satisfy and pay for the cash component of the Acquisition to acquire all of the Target shares pursuant to the Acquisition Agreement, effect the Refinancing and to pay all Transaction Costs; and (vi) none of the corporate authorizations referred to in Section 3.1(g)(vii3.1(g)(vi) have been amended, revoked, superseded or invalidated as at the Closing Date.

Officer’s Certificate as to Certain Representations, Warranties and Undertakings. The Administrative Agent shall have received a closing certificate, signed by a Responsible Officer of the Borrower, dated the Closing Date, certifying that: (i) the Acquisition Agreement contains all the material terms of the Acquisition; (ii) no Major Event of Default is continuing or would result from the proposed utilization; (iii) all the Major Undertakings have been complied with; (iv) all the Major Representations are true in all material respects or, in the case of a relevant Major Representation that is already qualified by materiality, are true; (v) after utilizing the Facilities that are available on proceeds of the Closing Date and Loans together with cash on hand, the proceeds of the 9.50% Senior Notes, the proceeds of the Extended Equity Bridge Loans, the proceeds of the Equity Offering and the proceeds of the Equity Bridge Senior Secured Loans, the Borrower will have sufficient funds necessary to satisfy and pay for the cash component of the Acquisition to acquire all of the Target shares pursuant to the Acquisition Agreement, effect the Refinancing and to pay all Transaction Costs; and (vi) none of the corporate authorizations referred to in Section 3.1(g)(vii3.1(g)(vi) have been amended, revoked, superseded or invalidated as at the Closing Date.