Common use of Officer’s Closing Certificate Clause in Contracts

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.

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 Sections 4.01(g) and (hi) of this Section 4.01, and the matters set forth in Section Sections 4.02(a) and (b) and, 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.