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. 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.
Officer’s Certification. Pursuant to the Fifth Amended and Restated Credit Agreement dated as of May 1, 2017, the undersigned Financial Officer of USG Corporation 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 USG Corporation. USG Corporation Name Title USG Corporation Borrowing Base Certificate For the period ended XX/XX/XXXX (in US$ 000’s) Gypsum Interiors Consolidated Net Aging Balance $ — Addback: General Accrual Reserves included in Aging $ — Total Aging Balance (including Accrual Reserves) $ — $ — $ — — Less ineligibles: (1) — Non-first-priority perfected security interest a — Non-Agent Liens b — Payment terms greater than 60 days c — Credits greater than 60 days past due, 90 days past invoice c — Credits written off or uncollectible c — Cross-Aged receivables (50%) d — Concentration limit 20% (35% if IG or otherwise noted) e — Non-conforming -covenants/reps/warrants f — Non-ordinary course, no invoice, progress billing g — Needs further performance, xxxx and hold, consigment g — Sale on approval, sale and return, payments of i/r g — Non-shipped/delivered h — Returned uncollected i — Bankrupt, liquidation, reorg, defaulted A/R, etc j — Account debtor sold all assets k — Foreign obligors (non US or CAN) not permitted in 5% cap l — A/R not denominated / payable in US$ or C$ m — Government A/R n — Affiliate A/R or officer > $100k or non ordinary course o — Deductions , counterclaim, disputes, offsets, etc q — Promissory note, chattel paper, etc r — Notice of Business Activities Report s — Reductions, adj, for unpaid re-invoiced A/R t — Non-compliant with applicable laws u — Non-collateral Party payee v — Obligors with cash in advance / cash on delivery w — Other (per terms of Credit Agreement) x — Accrued sales & use taxes (2) — A/R Reconciliation Items (2) — Total ineligibles: $ — $ — $ — Eligible Accounts Receivable before dilution reserve $ — $ — $ — Calculated Reserves * $ — Other Reserves $ — Total Reserves $ — $ — $ — Implied 5% Dilution $ — Dilution Reserve Required $ — Adjusted Eligible Accounts Receivable: $ — Advance rate 85.0 % Available Accounts Receivable $ — 5% Addback for IG companies $ — Total Available Accounts Receivable * Interiors reserves are included in Gypsum.
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 SIGNATURE PAGE BORROWING BASE CERTIFICATE- THE CONTAINER STORE, INC. The Container Store, Inc. Borrowing Base Certificate For the period ended [ ] [ ], 201[ ] (in $000’s)
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. 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.
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.
