Representations and Warranties; Officer's Certificate. The following shall be true and the Agent shall have received a certificate, signed by the chief executive officer or chief financial officer of the Borrower, in form and substance satisfactory to the Agent, certifying that (i) each of the representations and warranties of the Borrower contained in this Amendment, the Credit Agreement and the other Loan Documents is true and correct as of the date of such certificate after giving effect to this Amendment (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), (ii) no Default or Event of Default has occurred and is continuing after giving effect to this Amendment, and (iii) each of the conditions set forth in this ARTICLE IV has been satisfied.
Representations and Warranties; Officer's Certificate. The ----------------------------------------------------- representations and warranties contained herein shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date; between the Balance Sheet Date and the Closing Date, no Material Adverse Effect shall have occurred; the Company shall have performed all obligations required to be performed by it under the Investor Agreements; and the Investor shall have received on the Closing Date a certificate to these effects signed by the Chairman and the President of the Company.
Representations and Warranties; Officer's Certificate. The Company's representations and warranties contained in Article III shall be true and correct on and as of the date of the Closing with the same effect as if made on and as of the date of the Closing. All agreements and conditions to be performed or satisfied by the Company hereunder on or before the date of the Closing shall have been duly performed or satisfied. The Company shall have delivered to the Purchasers a certificate, dated the date of the Closing and signed by the President of the Company, to such effect.
Representations and Warranties; Officer's Certificate. The representations and warranties contained or incorporated by reference herein shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date except for those representations and warranties which relate specifically to a particular date, provided that such representations and warranties were true and correct in all material respects as of such date; and the Company shall have performed and complied with all conditions and agreements required to be performed or complied with by each of them prior to the Closing; and such Purchaser shall have received on the Closing Date a certificate to these effects signed by an authorized officer of the Company.
Representations and Warranties; Officer's Certificate. The following shall be true and the Lender shall have received a certificate, signed by the president, chief executive officer or chief financial officer of each Borrower, dated the Fifth Amendment Effective Date, in form and substance satisfactory to the Lender, certifying that (i) each of the representations and warranties of such Borrower contained in this Amendment, the Credit Agreement and the other Credit Documents is true and correct on and as of the Fifth Amendment Effective Date and after giving effect to this Amendment with the same effect as if made on and as of such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty is true and correct as of such date), and (ii) on and as of the Fifth Amendment Effective Date and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Representations and Warranties; Officer's Certificate. The Company's representations and warranties contained in Article 2 shall be true and correct on and as of the date of the Closing with the same effect as if made on and as of the date of the Closing. All agreements and conditions to be performed or satisfied by the Company hereunder on or before the date of the Closing shall have been duly performed or satisfied. The Company shall have delivered to each Purchaser a certificate, dated the date of the Closing and signed by the President of the Company, to such effect.
Representations and Warranties; Officer's Certificate. The representations and warranties of Parent and Merger Sub contained in this Agreement will be true and complete in all respects on and as of the Effective Time. The Company will have received a certificate to such effect signed by the President and the Chief Financial Officer of Parent.
Representations and Warranties; Officer's Certificate. The representations and warranties contained in Section 4 hereof shall be true and correct on and as of the Closing with the same force and effect as though made on and as of the Closing; no Default shall have occurred on or prior to the Closing (other than a Default which you shall have waived in writing or shall have stated in writing to have been cured to your reasonable satisfaction); and you shall have received on the Closing Date a certificate to these effects signed by the President and the Chief Financial Officer of the Company.
Representations and Warranties; Officer's Certificate. On the Closing Date, and except as set forth in the Disclosure Schedules of Parent and Seller and subject to Section 5.18, all of the representations and warranties of Parent and Seller set forth in Article III of this Agreement shall be true, correct and complete in all respects; and each of Parent and Seller shall have delivered to Purchasers a certificate dated as of the Closing Date, in a form reasonably satisfactory to Purchasers and executed by an officer of Parent and Seller as the case may be, expressly confirming that the condition set forth in this Section 6.02(n) and the condition in Section 6.03(m) have been satisfied. The obligations of Seller to effect the Closing shall be subject to the satisfaction of the following conditions, as of the Closing Date (for the avoidance of doubt, any condition below that requires satisfiaction, delivery or performance by Purchasers may be waived by Seller in its sole discretion):
Representations and Warranties; Officer's Certificate. The Company's representations and warranties contained in Article 2 shall be true and correct on and as of the date of the Closing with the same effect as if made on and as of the date of the Closing. All agreements and conditions to be performed or satisfied by the Company hereunder on or before the date of the Closing shall have been duly performed or satisfied. The Company shall have delivered to each Purchaser a certificate, dated the date of the Closing and signed by the President of the Company, to such effect. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
