Common use of Officer’s Certificate of the Borrower Clause in Contracts

Officer’s Certificate of the Borrower. A certificate from a Responsible Officer of the Borrower to the effect that all representations and warranties of the Borrower and each Subsidiary thereof contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects); that the Borrower and each Subsidiary thereof is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that there is no (A) pending litigation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the consummation of the transactions contemplated on the Closing Date under this Agreement and the other Loan Documents or (B) bankruptcy proceeding with respect to the Borrower or any Restricted Subsidiary; that since September 29, 2013, no Material Adverse Effect, or circumstance or condition that could reasonably be expected to result in a Material Adverse Effect, has occurred; that, after giving effect to the transactions contemplated to occur on the Closing Date under this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrower and each Subsidiary thereof has satisfied each of the conditions set forth in Sections 6.1 and 6.2.

Officer’s Certificate of the Borrower. A certificate from a Responsible Officer of the Borrower to the effect that all representations and warranties of the Borrower and each Subsidiary thereof contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except to the extent that such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and correct in all respects); that the Borrower and each Subsidiary thereof is not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that there is no (A) pending litigation that could reasonably be expected to have a Material Adverse Effect or a material adverse effect on the consummation of the transactions contemplated on the Closing Date under this Agreement and the other Loan Documents or (B) bankruptcy proceeding with respect to the Borrower or any Restricted Subsidiary; that since September 29October 2, 20132011, no Material Adverse Effect, or circumstance or condition that could reasonably be expected to result in a Material Adverse Effect, has occurred; that, after giving effect to the transactions contemplated to occur on the Closing Date under this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrower and each Subsidiary thereof has satisfied each of the conditions set forth in Sections 6.1 and 6.2.