Officer’s Closing Certificate. A certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower, certifying that after giving effect to the funding of any Revolving Loans on the Closing Date, the conditions specified in Sections 3.2(a) and (b) are satisfied as of the Closing Date.
Officer’s Closing Certificate. The Administrative Agent shall have received an officer’s certificate from the Borrower certifying that (i) no Default or Event of Default exists, or will result from the execution of this Agreement and the transactions contemplated hereby as of the Amendment Effective Date and (ii) all representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects).
Officer’s Closing Certificate. The Administrative Agent shall have received a certificate of the President or a Vice President and the Secretary or Assistant Secretary of each Loan Party, dated the Closing Date, substantially in the form of Exhibit E.
Officer’s Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Section 4.01(c), Section 4.02(a) (but without giving effect to the first parenthetical therein) and Section 4.02(b) have been satisfied.
Officer’s Closing Certificate. TO: The United States of America acting through the Rural Utilities Service. We, [ ], Governor and Chief Executive Officer, and [ ], Senior Vice President and Chief Financial Officer, of National Rural Utilities Cooperative Finance Corporation (the “Borrower”), pursuant to the Nintx Xxxxxxx, Xxstated and Consolidated Bond Guarantee Agreement dated as of December 15, 2022, between the Borrower and the United States of America acting through the Rural Utilities Service (the “Bond Guarantee Agreement”), hereby certify on behalf of the Borrower that as at the date hereof:
Officer’s Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the accuracy of the representations and warranties set forth in Section 4(c) and (d) of this Third Amendment.
Officer’s Closing Certificate. Receipt by the Administrative Agent of a certificate, dated as of the Third Incremental Amendment Effective Date and signed by a Responsible Officer certifying on behalf of the Loan Parties that (i) after giving effect to (x) any funding of the initial Borrowing under the Incremental Revolving Commitments on the Third Incremental Amendment Effective Date and (y) the funding of the Incremental Term Loan on the Third Incremental Amendment Effective Date (A) no Default or Event of Default shall have occurred and be continuing, (B) the Loan Parties are in compliance with the financial covenants set forth in Sections 6.1 and 6.2 of the Credit Agreement, on a Pro Forma Basis, recomputed as of the end of the period of the four Fiscal Quarters most recently ended for which the Borrower has delivered financial statements under the Credit Agreement and (C) all representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects, on and as of the Third Incremental Amendment Effective Date) except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date and (ii) each Loan Party is Solvent before and after giving effect to any Borrowing under the Incremental Revolving Commitments on the Third Incremental Amendment Effective Date, the Borrowing of the Incremental Term Loans and the consummation of the other transactions contemplated herein. For purposes of determining whether the conditions set forth in this Section 5 have been satisfied, by releasing its signature page hereto, each Incremental Revolving Lender and each Incremental Term Loan Lender shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, such Incremental Revolving Lender or such Incremental Term Loan Lender, as applicable.
Officer’s Closing Certificate. Receipt by the Administrative Agent of a certificate, dated the Effective Date and signed by a Responsible Officer of the Borrower, certifying that after giving effect to the funding of any Revolving Loans on the Effective Date, the conditions specified in Sections 3.2(a) and 3.2(b) are satisfied as of the Effective Date.
Officer’s Closing Certificate. Agent shall have received a certificate from an Authorized Officer certifying as of the date hereof:
Officer’s Closing Certificate. The Administrative Agent (or its counsel) shall have received a certificate or certificates executed by a Responsible Officer (i) of the Company as of the Closing Date, certifying as to the matters set forth in clause (h) of this Section 4.01, the matters set forth in Section 4.02(a) and (b) and, (ii) in respect of Vertex Ireland only, of Vertex Ireland as of the Closing Date, that (A) its entry into the Loan Documents and performance of the transactions thereby contemplated would not constitute “financial assistance” within the meaning of section 82 of the Companies Xxx 0000 of Ireland and (B) the Loan Parties are members of the same group of companies consisting of a holding company and its subsidiaries (within the meanings of sections 7 and 8 of the Companies Xxx 0000 of Ireland) for the purposes of section 243 of the Companies Xxx 0000 of Ireland.
