Omnibus Certificate Sample Clauses

Omnibus Certificate. The Agent shall have received an Omnibus ------------------- Certificate of the Borrower and each Guarantor, dated the date of such borrowing, stating that (i) the Organic Documents and Incumbency Certificate of the Borrower or Guarantor delivered to the Agent on the Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments not previously delivered to the Agent), (ii) the copies of the Material Contracts delivered to the Agent on the Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments not previously delivered to the Agent) and such Material Contracts constitute all Material Contracts (or, if additional Material Contracts have been entered into, attaching copies of such contracts) and (iii) no change in the Borrower's financial condition or otherwise has occurred which would make any financial certificate delivered to the Agent in connection with the Closing Date incorrect or misleading.

Omnibus Certificate. An Omnibus Certificate of the Secretary and of the Chairman of the Board or President of Borrower of even date with this 58704 08037 CORP 122530 2 Amendment, which shall contain the names and signatures of the officers authorized to execute this Amendment and which shall certify to the truth, correctness and completeness of: (i) all of the exhibits attached to that certain Omnibus Certificate dated as of December 20, 1994, made by such officers of Borrower, and (ii) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment.

Omnibus Certificate. The Corporation will have delivered to the Lender copies of each of the following in form and substance satisfactory to the Lender and certified by the Secretary of the Corporation to be in full force and effect on the date of the Closing: (a) the certificate of incorporation (or other formation documents as applicable) of the Corporation and each Subsidiary certified by the jurisdiction of formation as of a date not earlier than May 21, 2001; (b) good standing certificates with respect to the Corporation and each Subsidiary certified by the jurisdiction of formation as of a date not more than twenty-one (21) days prior to the Closing; (c) good standing certificates with respect to the Corporation and each Subsidiary certified by the jurisdictions in which the conduct of their businesses require them to be in good standing, in each case as of a date not more than twenty-one (21) days prior to the Closing; (d) the bylaws (or equivalent documents) of the Corporation and each Subsidiary; and (e) resolutions of the Board and each Subsidiary authorizing the (i) the execution, delivery and performance of this Agreement, the CEC Note, the Warrants and the Related Agreements, and (ii) the transactions contemplated thereby including the issuance and sale of the CEC Note, the Warrants and the Warrant Shares to the Lender.

Omnibus Certificate. Lender shall have received a certificate, signed by the chief executive officer of the Borrower, in the form attached hereto as Attachment 1.

Omnibus Certificate. The Administrative Agent shall have received an Omnibus Certificate of each Loan Party, with an executed counterpart for each Lender, dated the Second Closing Date, stating that (i) the certificate of incorporation and by-laws, or partnership agreement, as the case may be, of such Loan Party, its resolutions or partnership authorization, as the case may be, and its incumbency certificate in each case delivered to the Administrative Agent on the Initial Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments), (ii) the copies of the Material Agreements, the other contracts referred to in Schedule D to the Security Agreement and each of the Guarantor Security Agreements and the Indentures pursuant to which the Junior Subordinated Notes were issued on the Initial Closing Date remain true and correct and in full force and effect with no amendments thereto (other than Material Agreements which cease to be included in the definition of "Material Agreements" on the Second Closing Date) and such Material Agreements constitute all Material Agreements of such Loan Party, (iii) no change has occurred with respect to the insurance program of such Loan Party since information with respect thereto was delivered to the Administrative Agent in connection with the Initial Closing Date and (iv) no change in such Loan Party's financial condition or otherwise has occurred which would make any financial certificate delivered to the Administrative Agent in connection with the Initial Closing Date incorrect or misleading.

Omnibus Certificate. Lender shall have received a certificate, signed by the chief executive officer of the USMX, in the form attached hereto as Attachment 1.

Omnibus Certificate. An Omnibus Certificate of the Secretary and of the Chairman of the Board or President of Borrower of even date with this Amendment, which shall contain the names and signatures of the officers authorized to execute this Amendment and which shall certify to the truth, correctness and completeness of: (i) all of the exhibits attached to that certain Omnibus Certificate dated as of December 20, 1994, made by such officers of Borrower, and (ii) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment.