Common use of Officer’s Compliance Certificate Clause in Contracts

Officer’s Compliance Certificate. Together with each delivery of any financial statements (A) pursuant to clauses (i) and (ii) of this Section 7.01(a), an Officer’s Certificate from the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit F attached hereto and made a part hereof, stating that (x) the representations and warranties of the Borrower contained in Article 6 hereof shall have been true and correct in all material respects as of the date of such Officer’s Certificate and (y) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (B) pursuant to clauses (i) and (ii) of this Section 7.01(a), a compliance certificate, substantially in the form of Exhibit G attached hereto and made a part hereof, signed by the Borrower’s chief financial officer or treasurer (1) setting forth calculations for the period which demonstrates compliance, when applicable, with the provisions of Section 7.04, and which calculate the Total Net Leverage Ratio for purposes of determining the then Applicable Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage and (2) if there are any Unrestricted Subsidiaries setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

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Officer’s Compliance Certificate. Together with each delivery of any financial statements (A) pursuant to clauses (i) and (ii) of this Section 7.01(a), an Officer’s Certificate from the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit F attached hereto and made a part hereof, stating that (x) the representations and warranties of the Borrower contained in Article 6 hereof shall have been true and correct in all material respects as of the date of such Officer’s Certificate and (y) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (B) pursuant to clauses (i) and (ii) of this Section 7.01(a), a compliance certificate, substantially in the form of Exhibit G attached hereto and made a part hereof, signed by the Borrower’s chief financial officer or treasurer (1) setting forth calculations for the period which demonstrates demonstrate compliance, when applicable, with the provisions of Section 7.04, and which calculate the Total Net Leverage Ratio for purposes of determining the then Applicable Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage and (2) if there are any Unrestricted Subsidiaries setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted Subsidiaries.

Appears in 4 contracts

Samples: Credit Agreement (Energizer SpinCo, Inc.), Credit Agreement (Energizer Holdings Inc), Escrow Agreement (Energizer Holdings Inc)

Officer’s Compliance Certificate. Together with each delivery of any financial statements (A) pursuant to clauses (i‎(i) and (ii‎(ii) of this Section ‎Section 7.01(a), an Officer’s Certificate from the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit F attached hereto and made a part hereof, stating that (x) the representations and warranties of the Borrower contained in Article ‎Article 6 hereof shall have been true and correct in all material respects as of the date of such Officer’s Certificate and (y) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (B) pursuant to clauses (i‎(i) and (ii‎(ii) of this Section ‎Section 7.01(a), a compliance certificate, substantially in the form of Exhibit G attached hereto and made a part hereof, signed by the Borrower’s chief financial officer or treasurer (1) setting forth calculations for the period which demonstrates compliance, when applicable, with the provisions of Section ‎Section 7.04, and which calculate the Total Net Leverage Ratio for purposes of determining the then Applicable Margin, Applicable Commitment Fee Percentage and Applicable L/C Fee Percentage and (2) if there are any Unrestricted Subsidiaries setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Energizer Holdings, Inc.), Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.)

Officer’s Compliance Certificate. Together with each delivery of any financial statements (Aa) pursuant to clauses (i) and (ii) of this Section 7.01(a7.1(A), an Officer’s Certificate from the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit F H attached hereto and made a part hereof, stating that (x) the representations and warranties of the Borrower contained in Article 6 VI hereof shall have been true and correct in all material respects as of the date of such Officer’s Certificate and (y) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (Bb) pursuant to clauses (i) and (ii) of this Section 7.01(a7.1(A), a compliance certificate, substantially in the form of Exhibit G I attached hereto and made a part hereof, signed by the Borrower’s chief financial officer or treasurer (1) setting forth calculations for the period which demonstrates demonstrate compliance, when applicable, with the provisions of Section 7.047.2(K), Sections 7.3(A) through (Q) and Section 7.4, and which calculate the Total Net Leverage Ratio for purposes of determining the then Applicable Margin, Applicable Commitment Facility Fee Percentage and Applicable L/C Fee Percentage and (2) if there are any Unrestricted Subsidiaries setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted SubsidiariesPercentage.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Energizer Holdings Inc), Revolving Credit Agreement (Energizer Holdings Inc)

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Officer’s Compliance Certificate. Together with each delivery of any financial statements statement (Aa) pursuant to clauses (i) and (ii) of this Section 7.01(a7.1(A), an Officer’s Certificate from the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit F G attached hereto and made a part hereof, stating that (x) the representations and warranties of the Borrower contained in Article 6 VI hereof shall have been true and correct in all material respects as of the date of such Officer’s Certificate and (y) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (Bb) pursuant to clauses (i) and (ii) of this Section 7.01(a7.1(A), a compliance certificate, substantially in the form of Exhibit G H attached hereto and made a part hereof, signed by the Borrower’s chief financial officer or treasurer (1) setting forth calculations for the period which demonstrates demonstrate compliance, when applicable, with the provisions of Sections 7.3(A) through (Q) and Section 7.047.4, and which calculate the Total Net Leverage Ratio for purposes of determining the then Applicable Margin, Applicable Commitment Facility Fee Percentage, Applicable Utilization Fee Percentage and Applicable L/C Fee Percentage and (2) if there are any Unrestricted Subsidiaries setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted SubsidiariesPercentage.

Appears in 1 contract

Samples: Revolving Credit Agreement (Energizer Holdings Inc)

Officer’s Compliance Certificate. Together with each delivery of any financial statements (Aa) pursuant to clauses (i) and (ii) of this Section 7.01(a7.1(A), an Officer’s Certificate from the chief financial officer or treasurer of the Borrower, substantially in the form of Exhibit F G attached hereto and made a part hereof, stating that (x) the representations and warranties of the Borrower contained in Article 6 VI hereof shall have been true and correct in all material respects as of the date of such Officer’s Certificate and (y) as of the date of such Officer’s Certificate no Default or Unmatured Default exists, or if any Default or Unmatured Default exists, stating the nature and status thereof and (Bb) pursuant to clauses (i) and (ii) of this Section 7.01(a7.1(A), a compliance certificate, substantially in the form of Exhibit G H attached hereto and made a part hereof, signed by the Borrower’s chief financial officer or treasurer (1) setting forth calculations for the period which demonstrates demonstrate compliance, when applicable, with the provisions of Section 7.047.2(K), Sections 7.3(A) through (Q) and Section 7.4, and which calculate the Total Net Leverage Ratio for purposes of determining the then Applicable Margin, Applicable Commitment Facility Fee Percentage and Applicable L/C Fee Percentage and (2) if there are any Unrestricted Subsidiaries setting forth financial information in detail reasonably satisfactory to the Administrative Agent for the applicable period for such Unrestricted SubsidiariesPercentage.

Appears in 1 contract

Samples: Revolving Credit Agreement (Energizer Holdings Inc)

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