Officer’s Certificate; Etc. Together with each delivery of any financial statement pursuant to subsections (a) and (b) of this SECTION 7.01, (i) an Officer’s Certificate substantially in the form of Exhibit O-1 attached hereto and made a part hereof, stating that a Senior Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and consolidated financial condition of the Credit Parties during the accounting period covered by such financial statements, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or a continuing Default, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrowers and their Subsidiaries have taken, are taking and propose to take with respect thereto (the “Officer’s Certificate”), and (ii) a certificate substantially in the form of Exhibit C-2 attached hereto and made a part hereof (the “Compliance Certificate”), signed by the Borrower’s Senior Officer or other Senior Officer, setting forth calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance, when applicable, with the provisions of ARTICLE IX and ARTICLE X during such period.
Officer’s Certificate; Etc. The following statements shall be true and the Lender shall have received a certificate signed by a duly authorized officer of the Borrower dated the date of the Loan stating that:
a) The representations and warranties contained in Section 5.00 of this Agreement are correct on and as of the date of the Loan as though made on and as of such date; and
b) No Default or Event of Default has occurred and is continuing, or would result from the making of the Loan.
Officer’s Certificate; Etc. The Lender shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s secretary, assistant secretary or a Responsible Officer of such Person as to:
(i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed by such Person and the Transactions;
(ii) the incumbency and signatures of those of its officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person; and
(iii) the full force and validity of each Organic Document of such Person and copies thereof; upon which certificates the Lender may conclusively rely until it shall have received a further certificate of the secretary, assistant secretary or Responsible Officer of any such Person cancelling or amending the prior certificate of such Person.
Officer’s Certificate; Etc. The following statements shall be true and the Bank shall have received a certificate signed by a duly authorized officer of the Borrower dated the date of the Term Loan stating that
(a) The representations and warranties contained in Article IV of this Agreement and Section 3 of the Security Agreement are correct on and as of the date of the Term Loan as though made on and as of such date; and
(b) No Default or Event of Default has occurred and is continuing, or would result from the Term Loan; and
Officer’s Certificate; Etc. HLI shall have received (a) certificates, dated the date of the Closing and signed by the Chief Executive Officer or President of LSAI or LSI, as the case may be, to the effect set forth in Sections 8.1, 8.2, 8.3 and 8.4 above, and (b) such other certificates, instruments and documents as shall be reasonably requested by HLI for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.
Officer’s Certificate; Etc. The following statements shall be true and the Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the date hereof stating that, after giving effect to this Second Amendment and the transactions contemplated hereby:
(a) The representations and warranties contained in the Credit Agreement and in each of the Loan Documents are correct on and as of the date hereof as though made on and as of such date; and
(b) No Default or Event of Default has occurred and is continuing.
Officer’s Certificate; Etc. Together with each delivery of any financial statement pursuant to subsections (a) and (b) of this Section 7.01 (other than those of the Parent), an Officer’s Certificate substantially in the form of Exhibit D attached hereto and made a part hereof, stating that a Responsible Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and financial condition of the Borrower during the accounting period covered by such financial statements, that such review has not disclosed the existence during or at the end of such accounting period, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or a continuing Default, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrower has taken, is taking and propose to take with respect thereto (the “Officer’s Certificate”).
Officer’s Certificate; Etc. Xxxxxxx shall have received (i) a --------------------------- certificate, dated the date of the Effective Time of the Merger and signed by the President and the Treasurer of Signature, to the effect set forth in Sections 7.01, 7.02 and 7.12 and (ii) such other certificates, instruments and documents as shall be reasonably requested by Xxxxxxx for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.
Officer’s Certificate; Etc. The Administrative Agent shall have received from each Obligor (other than Apyx Bulgaria) party to a Loan Document on the Closing Date:
(i) a copy of a good standing certificate (or equivalent thereof), dated a date reasonably close to the Closing Date, for each such Person; and
(ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s secretary, assistant secretary, managing member, general partner or equivalent, as to:
(A) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each Loan Document to be executed and delivered by such Person and the Transactions on the Closing Date and the Transactions contemplated to be consummated in connection with the Borrowing of the Initial Loan ;
(B) the incumbency and signatures of those of its officers, managing member or general partner or equivalent authorized to act with respect to each Loan Document to be executed and delivered by such Person; and
(C) true and complete copies of each Organic Document of such Person and copies thereof; which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the secretary, assistant secretary, managing member, general partner or equivalent of any such Person cancelling or amending the prior certificate of such Person.
Officer’s Certificate; Etc. Buyer shall have received (a) a certificate, dated the date of the Closing Date and signed by Seller and the Company, to the effect set forth in Sections 9.01 and 9.02 and (b) such other certificates, instruments and documents as shall be reasonably requested by Buyer for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.
