OFFICERS' CERTIFICATES, ETC. LSAI shall have received (a) a certificate, dated the date of the Closing and signed by the Chief Executive Officer or President of HLI to the effect set forth in Sections 9.1, 9.2, 9.3 and 9.4 above, and (b) such other certificates, instruments and documents as shall be reasonably requested by LSAI for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.
OFFICERS' CERTIFICATES, ETC. (I) At the time of the delivery of the financial statements provided for in Sections 8.01(a) and (b), a compliance certificate from the chief financial officer of the Borrower in the form of Exhibit K certifying on behalf of the Borrower that, to the best of such officer's knowledge after due inquiry, no Default or Event of Default has occurred and is continuing or, if any Default or any Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall (i) set forth in reasonable detail the calculations required to establish whether the Borrower and its Subsidiaries were in compliance with the provisions of Sections 4.02(c), 4.02(e), 9.01 through 9.05, inclusive, and 9.07 through 9.11, inclusive, at the end of such fiscal quarter or year, as the case may be, (ii) certify (A) that there have been no changes to Annexes A through F of the Security Agreement and Annexes A through F of the Pledge Agreement, in each case since the Initial Borrowing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 8.01(e), or (B) if there have been any such changes, a list in reasonable detail of such changes and a certification that the Borrower and its Subsidiaries have taken all action required by the relevant Security Documents as may be necessary as a result of such changes so that all security interests purported to be created pursuant to such Security Documents continue to be fully perfected (to the extent required by the Security Documents), (iii) set forth a schedule of all loans and advances made by the Borrower and its Subsidiaries to their respective customers pursuant to Section 9.04(xii) or otherwise described in Schedule VI and which are outstanding at the end of the fiscal quarter of the year, as the case may be, in respect of which such financial statements are then being delivered, which schedule shall set forth for each such loan or advance (w) the amount of such loan or advance, (x) the obligee in respect thereto, (y) each guarantor, if any, of the obligations thereunder and (z) any and all assets pledged to any Credit Party as security for the repayment of such loan or advance; and (iv) in the event that any assets pledged as described in preceding clause (iii)(z) consist of Notes, Instruments and/or Certificated Securities (in each case, as defined in the Pledge Agreement), certify that the Borrower and the other Credit Parties have pledged, and delivered for ...
OFFICERS' CERTIFICATES, ETC. Signature shall have received (i) --------------------------- certificates, dated the date of the Effective Time of the Merger and signed by the President or any Vice President of Xxxxxxx, to the effect set forth in Sections 8.01, 8.02 and 8.08, insofar as such Sections relate to Xxxxxxx and (ii) such other certificates, instruments and documents as shall be reasonably requested by Signature for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.
OFFICERS' CERTIFICATES, ETC. LSAI shall have received a certificate, dated the date of the Closing and signed by the Chief Executive Officer or President of ACCU-PATH to the effect set forth in Sections 8.1 and 8.2 above.
OFFICERS' CERTIFICATES, ETC. Seller shall have received (a) a certificate, dated the Closing Date and signed by an authorized representative of Buyer, to the effect set forth in Sections 10.01 and 10.02, and (b) such other certificates, instruments and documents as shall be reasonably requested by Seller for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.
OFFICERS' CERTIFICATES, ETC. The Selling Group Shareholders, SSII, --------------------------- SPII, NWI, and NII shall have received (i) certificates, dated the date of Closing and signed by the President of AMS, to the effect set forth in Sections 8.1 and 8.2 above, and (ii) such other certificates, instruments and documents as shall be reasonably requested by the Selling Group Shareholders, SSII, SPII, NWI, and NII for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions of this Agreement.
OFFICERS' CERTIFICATES, ETC. The Borrowers shall have delivered to the Administrative Agent such certificates of authorized officers of the Borrowers, certificates of Governmental Authorities, certified copies of the certificates of formation, operating and limited partnership agreements, as applicable, of the Borrowers (or certified confirmation that no amendments, modifications or revisions have been to those previously certified and delivered to the Administrative Agent, as applicable), certified copies of resolutions of the partners, managers or members, as applicable of the Borrowers and such other documents, instruments agreements, all in a form and substance satisfactory to the Administrative Agent and its counsel.
OFFICERS' CERTIFICATES, ETC. Each set of financial statements delivered to a holder of Notes pursuant to Section 7.1(A)(a), Section 7.1(A)(b), Section 7.1(A)(d), Section 7.1(B)(a), Section 7.1(B)(b), or Section 7.1(B)(c) hereof shall be accompanied by a certificate of Senior Officers of the Company:
(a) setting forth the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 10.3 to Section 10.7 hereof, inclusive, during the quarterly, six-month or annual period, as appropriate, covered by the statements then being furnished pursuant to Section 7.1(A) or Section 7.1(B) (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio, or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence) (for the avoidance of doubt, such information relating to compliance with Section 10.4(c)(iii) need only contain a calculation of the amount of Asset Dispositions that would have been permitted during such period together with a statement that actual Asset Dispositions for such period did not exceed such permitted amount, and, if applicable, details as to any Debt Prepayment Application or Property Reinvestment Application);
(b) setting forth that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and the Subsidiaries from the beginning of the quarterly, six-month or annual period, as appropriate, covered by the statements then being furnished pursuant to Section 7.1(A) or Section 7.1(B) to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto; and
(c) (i) designating the Subsidiaries which are to be Material Subsidiaries from the date of such certificate to the date of the next such certificate, (ii) listing such Material Subsidiaries in descending order of their contribution to Consolidated EBIT (and, where the Consolidated EBIT for two or more Material Subsidiaries is the same, in descending order of their contrib...
OFFICERS' CERTIFICATES, ETC. At the time of the delivery of the financial statements provided for in Section 7.1(a) and (b), an Officer’s Certificate (substantially in the form attached hereto as Exhibit I) of the Parent Guarantor to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, as the case may be, which certificate shall in the case of Officer’s Certificate accompanying the financial statements delivered pursuant to Section 7.1(a), commencing with the financial statements for the fiscal year ending December 31, 2014, confirm the amount of Excess Cash Flow (together with a reasonably detailed calculation of such amount).
OFFICERS' CERTIFICATES, ETC. Borrower and Parent shall have delivered to the Administrative Agent such certificates of authorized officers of Borrower and Parent, certificates of Governmental Authorities, certified copies of the certificates of incorporation and formation and bylaws and operating agreements, as applicable, of Borrower and Parent (or certified confirmation that no amendments, modifications or revisions have been to those previously certifies and delivered to the Administrative Agent, as applicable), certified copies of resolutions of the board of directors, managers or members, as applicable, of Borrower and Parent and such other documents, instruments and agreements as the Administrative Agent shall require to evidence the valid corporate existence and authority to conduct business of Borrower and Parent and the due authorization, execution and delivery of this Fourth Amendment any other documents related to this Fourth Amendment and any other legal maters relating to Borrower, Parent, any Subsidiary or the other Financing Documents by Borrower or Parent, all in a form and substance satisfactory to the Administrative Agent and its counsel.
