President's Certificate. In the form attached hereto as Exhibit 7.1(j) compliance with all of the terms and conditions in the Loan Documents.
President's Certificate. The Company shall have furnished to you on the Closing Date a certificate of its President, or other principal executive officer of the Company dated as of the Closing Date, to the effect that:
(1) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate, threatened or contemplated by the Commission; no stop order suspending the qualification or registration of any of the Securities under the Blue Sky laws of any jurisdiction (whether or not a jurisdiction you shall have specified) has been issued, and no material proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate after reasonable investigation, threatened or contemplated by any jurisdiction; and the conditions, separately set forth in such certificate, contained in Section 9 hereof have been complied with in all material respects.
(2) The respective signers and each other member of the Company's Board of Directors have each read the Registration Statement and Prospectus and any amendments and supplements thereto, and the Registration Statement and the Prospectus and any amendments and supplements thereto and all statements contained therein are true and correct in all material respects, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact re quired to be stated therein or necessary to make the statements therein not misleading and, since the effective date of the Registration Statement, they are not aware of any event required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus which has not been so set forth.
(3) Except as reflected in the Registration Statement and Prospectus or any amendment or supplement thereto, since the respective dates as of which information is given in the Registration Statement and Prospectus or any amendment or supplement thereto and prior to the date of such certificate, (a) there has not been any material adverse change, financial or otherwise, in the affairs or condition of the Company and of its subsidiaries taken as a whole, and (b) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, otherwise than in the ordinary course...
President's Certificate. Seller shall have delivered to Purchaser a certificate from its President, dated the Closing Date, certifying in such detail as Purchaser may reasonably request to Seller's fulfillment of the conditions specified in subsections (a) and (b) above and such other evidence as to Seller's compliance with the provisions of this Agreement as Purchaser reasonably may request.
President's Certificate. Receipt by the Administrative Agent of (A) a certificate of the president of each of the Credit Parties, as applicable, dated the Closing Date and certifying with respect to each applicable Credit Party, (1) that attached thereto is a true and complete copy of the articles of incorporation, articles of organization or certificate of partnership, as applicable, and all amendments thereto of each of them, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of organization (or, in the alternative, a certification that none of such documents have been modified since delivery thereof to the Administrative Agent in connection with the execution and delivery of the Existing Credit Agreement), (2) that attached thereto is a true and complete copy of the operating agreement, by-laws, partnership agreement or equivalent document, as applicable, of each applicable Credit Party in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (3) below (or, in the alternative, a certification that none of such documents have been modified since delivery thereof to the Administrative Agent in connection with the execution and delivery of the Existing Credit Agreement), (3) that attached thereto is a true and complete copy of resolutions or consents, as applicable, duly adopted by the respective governing boards of each applicable Credit Party authorizing, as applicable, the execution, delivery and performance of the Credit Documents to which it is party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (4) that the organizational documents of each applicable Credit Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing attached thereto and (5) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on its behalf; and (B) a certificate of another officer as to the incumbency and specimen signature of such president executing the certificate pursuant to (A) above;
President's Certificate. The President of the Parent shall have delivered to the Investor at the Closing a certificate certifying resolutions of the General Partner approving this Agreement and the transactions contemplated hereby.
President's Certificate. A certificate of the president of each Borrower dated the date of the execution of this Amendment, substantially in the form of Exhibit C to this Amendment.
President's Certificate. A certificate of the President of FDC, certifying that FDC is not in violation or default without knowledge qualifier.
President's Certificate. The Company shall have furnished to Minn Shares (i) copies of the text of the resolutions by which the company action on the part of the Company necessary to approve this Agreement and the transactions contemplated hereby and thereby were taken, (ii) a certificate dated as of the Closing Date executed on behalf of the Company by its president certifying to Minn Shares that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded, (iii) an incumbency certificate dated as of the Closing Date executed on behalf of the Company by its president certifying the signature and office of each officer of the Company executing this Agreement or any other agreement, certificate or other instrument executed pursuant hereto by the Company, (iv) a copy of the certificate of formation of the Company, certified by the Secretary of State of Delaware, and a certificate from the Secretary of State of Delaware evidencing the good standing of the Company in such jurisdiction as of a recent date prior to the Closing Date, but no more than 15 days prior to the Closing Date and (v) a current copy of the Company’s operating agreement.
President's Certificate. The Agent shall have received a certificate from the President of Borrower, as to the satisfaction of paragraphs 6, 7 and 10 of this Section II.
President's Certificate. The delivery to Agent of a President's Certificate in the form attached hereto as Exhibit 7.1(i).
