Officer’s Certification. The Seller has read the Trust Agreement, the Indenture, and the definitions in the Indenture, this Omnibus Amendment and the Sale and Servicing Agreement. The Seller has examined the Basic Documents, the Issuer Order in Section 11 above, the Opinions of Counsel described in the fourth and fifth Whereas clauses hereto, the direction to the Owner Trustee in Section 11 above, the notices to the Rating Agencies described in the fourth and fifth Whereas clauses hereto, and this Omnibus Amendment. In the opinion of the Seller, the Seller has made such examination or investigation as is necessary to enable the Seller to express the opinions stated herein. In the opinion of the Seller, upon the full execution and delivery of this Omnibus Amendment, including the Issuer Order and direction to Owner Trustee included in Section 11 above and the Officer Certification in this Section 14, together with delivery of the Opinions of Counsel described in the fourth and fifth Whereas clause hereto and the prior notices provided to the Rating Agencies as described in fourth and fifth Whereas clauses hereto, all conditions precedent in the Trust Agreement and Indenture will be satisfied with respect to this Omnibus Amendment. The Seller further certifies that this Omnibus Amendment is authorized and permitted by the Basic Documents.
Officer’s Certification. Pursuant to the Amended and Restated Credit Agreement dated as of July 27, 2015, the undersigned Responsible Officer of Hexion Inc. certifies that the information provided in this Borrowing Base Certificate to JPMorgan Chase Bank, N.A., as Administrative Agent, is true and correct based on the accounting records of Hexion Inc. and its subsidiaries. Gross A/R Ineligibles: (1) Non Perfected Security Interest Intercompany a Past Due >60 PDD b > 120 day terms b Credits Past Due b Cross Age c Non conforming -covenants/reps/warrants d Contra e Discounts, rebates, returns, deposits, etc f Bankruptcy g Ineligible Jurisdiction >$25MM h Xxxx-and-hold, consignment, etc i Chargebacks, debit memos, etc j No invoice k Commissions, service charges etc l Government (US) m Goods/services not provided/ FOB destination (Revenue Recognition) n Chattel paper, etc o Government (Foreign) p Concentration Cap @ 15% / 20% q Invalid, non-compliant to applicable laws r Subject to Foreign laws s Customer Financing> $10MM t Canada as Account Debtor u Non-Loan Party Account v Foreign Currency Exchange w Non-money purchase pension scheme (UK) x UK/Dutch moratorium y ARPA Ineligibles2 No ARPA (a) No marketable title (b) Invalid assignment/requires account debtor consent (c) Invalid ARPA (d) Returned A/R (e) Other ineligibles (TRE Receivables) Total Ineligibles Eligible A/R Dilution % > 5% per most recent FE Dilution Reserve Net Eligible A/R Advance Rate 85% 85% 85% 85% 1 Eligible Credit Agreement Reference 2 The criteria for determining ARPA ineligibility, specified below and listed herein, are identified within the definition of Eligible Intercompany Account Gross Inventory Add: In Transit Add: Revenue Recognition Adjustment Adjusted Gross Inventory Ineligibles: (1) Non Perfected Security Interest Inventory not RM, WIP or FG and Adj for RM recorded in WIP/FG a Unsaleable/not useable, out of spec b Slow moving, obsolete, defective etc c Non ordinary course of business d Consigned e Purchase Price Variance f Lower of Cost or Market g Violation of Fair Labor Standards h Not insured i Customer has possession j Non-governmental standards k Non-conforming with credit agreement l Tolling locations / Outside Processors m Ineligible Jurisdiction n Packaging, mandrels, tooling o Subject to IP rights of 3rd party p Commingled q Shrink/ Physical Inventory reserve r Inter-Company Profit s Non-money purchase pension scheme (UK) t UK/Dutch moratorium u Reclass of A/R due to FOB shipping terms OTG Inven...
Officer’s Certification. The Company shall have delivered to the Placement Agent certification as of the date of the Closing which acknowledges the fulfillment of the conditions set forth herein. 11.
Officer’s Certification. HNC shall have received a certification signed by the Presidents of East Penn Financial and the Bank solely in their capacity as such officers and without personal liability, dated the Closing Date, to the effect that (a) all of the representations and warranties made by East Penn Financial and the Bank under this Agreement and the information contained in the Exhibits and Schedules and other documents delivered by East Penn Financial and the Bank pursuant to this Agreement are true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made at such time (unless such representations and warranties speak as of a different date), except to the extent (i) waived in writing by HNC hereunder or (ii) such representation or warranty is no longer true due to action or inaction of East Penn Financial, Bank or applicable Subsidiary that was consented to in writing by HNC; and (b) East Penn Financial, Bank, and each Subsidiary have performed in all material respects all obligations and agreements, and have materially complied with all terms, covenants and conditions, contained in this Agreement to be performed or complied with by them prior to or at the Closing Date.
Officer’s Certification. East Penn Financial shall have received a certification signed by the President of HNC, solely in her capacity as such officer and without personal liability, dated the Closing Date, to the effect that (a) all of the representations and warranties made by HNC under this Agreement and the information contained in the Exhibits and Schedules and other documents delivered by HNC pursuant to this Agreement are true and correct in all material respects on the date of this Agreement and on the Closing Date with the same effect as though made at such time (unless such representations and warranties speak as of a different date), except to the extent (i) waived in writing by East Penn Financial hereunder or (ii) such representation or warranty is no longer true due to action or inaction of HNC or any of HNC’s subsidiaries that was consented to in writing by East Penn Financial; and (b) HNC has performed in all material respects all obligations and agreements, and have materially complied with all terms, covenants and conditions, contained in this Agreement to be performed or complied with by HNC prior to or at the Closing Date.
Officer’s Certification. Pursuant to the Credit Agreement dated as of April 6, 2012 (as amended from time to time), the undersigned Responsible Officer (as defined in the Credit Agreement) of The Container Store, Inc. certifies that the information provided in this certificate to JPMorgan Chase Bank, N.A., as Collateral Agent, is true and correct based on the accounting records of The Container Store, Inc. The Container Store, Inc. Name: Xxxxxxx Xxxx Date Title: Vice President of Accounting
Officer’s Certification. Officer's Certification" means a writing signed by the Company's chief executive officer and its chief financial officer, and its secretary or assistant secretary, stating that (i) the Persons signing the writing have made or have caused to be made the investigations necessary in order to permit them to verify the accuracy of the information set forth in such writing, and (ii) to the best of their knowledge, the writing does not misstate any material fact and does not omit to state any fact necessary to make the writing not misleading.
Officer’s Certification. 21 ARTICLE IX - TERMINATION.....................................................21 9.1 Termination..............................................................21 ARTICLE X - INDEMNIFICATION..................................................21 10.1 Obligation of Seller to Indemnify.......................................21 10.2 Obligation of Buyer to Indemnify........................................23 10.3 Claims..................................................................23 ARTICLE XI - MISCELLANEOUS...................................................24
Officer’s Certification. Seller shall have received an accurate certificate, dated the Closing Date, of a duly authorized officer of Buyer, satisfactory in form and substance to Seller and its counsel, certifying as to the fulfillment of the matters specified in Sections 8.1 and 8.2.
Officer’s Certification. Whenever the Current Conversion Price is adjusted as provided in this Section 10.04, Borrower will promptly deliver to Lender a certificate of its Chief Accounting Officer or Chief Financial Officer setting forth the Current Conversion Price as so adjusted, the computation of such adjustment and a brief statement of the facts accounting for such adjustment. Upon the request of Lender, Borrower shall promptly (in any event, within thirty (30) days of such request) obtain a certificate of a firm of independent public accountants of recognized national standing selected by the Board of Directors of Borrower (who may be the regular auditors of Borrower) (the "Accountant Certificate") setting forth the Current Conversion Price as so adjusted, the computation of such adjustment and a brief statement of the facts accounting for such adjustment, and will mail to Lender a copy of such Accountant Certificate. The determination set forth in the Accountant Certificate shall be final and binding on both parties. If there is no change in the amount of the original proposed adjustment or if the change (whether increased or decreased) is less than five percent (5%) of the original proposed adjustment, the cost of such Accountant Certificate shall be for the account of Lender. In all other events, the cost of such Accountant Certificate shall be for the account of Borrower.
