Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Closing Date and in form and substance reasonably satisfactory to it, certifying that the conditions specified in Sections 5.2(a) and (e), and to the conditions specified in Sections 5.1(d), (h) and (q) have been satisfied.
Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) the Borrower has received all government and third party approvals required by Section 7.03 and such approvals have been obtained on satisfactory terms and (ii) no action, proceeding or litigation is pending or threatened in any court or before any Governmental Authority that involves any Loan document or that is seeking to enjoin or prevent the consummation of the Transactions contemplated hereby.
Responsible Officer’s Certificate. Concurrently with the delivery of any financial statements pursuant to Section 7.1, a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Obligor during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate.
Responsible Officer’s Certificate. The Agent Certificate Holder and the Administrative Agent shall have received a Responsible Officer's Certificate of the Lessee and Guarantor, in substantially the form of Exhibit D-5 attached hereto, addressed to the Administrative Agent, the Agent Certificate Holder, each Lender and each Certificate Holder and dated as of the Acquisition Date, stating that (w) to such Responsible Officer's knowledge the representations and warranties of the Lessee and the Guarantor contained in the Participation Agreement and each other Operative Document to which it is a party is true and correct in all material respects on and as of the Acquisition Date; (x) to such Responsible Officer's knowledge no Default or Event of Default has occurred and is continuing under any Operative Document to which it is a party with respect to the Lessee and the Guarantor; (y) to such Responsible Officer's knowledge each Operative Document to which the Lessee and the Guarantor is a party is in full force and effect with respect to it; and (z) the Lessee and the Guarantor has duly performed and complied with all conditions contained herein or in any other Operative Document required to be performed and complied with by it on or prior to the Acquisition Date.
Responsible Officer’s Certificate. The Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of Holdings certifying as to the matters specified in clause (ii) above and clauses (v) and (vi) below.
Responsible Officer’s Certificate. A certificate executed by a Responsible Officer of Borrower stating that (i) the representations and warranties contained in this Agreement and the other Loan Documents are true and correct in all material respects as of the Closing Date (unless limited to an earlier date, in which case, true and correct in all material respects as of such earlier date), (ii) no Default or Event of Default has occurred and is continuing, and (iii) all conditions set forth in this Section 5.01 and Section 5.02 have been satisfied;
Responsible Officer’s Certificate. Each Participant and the Administrative Agent shall have received a Responsible Officer's Certificate of the Lessee, addressed to the Administrative Agent and each Participant and dated such Acquisition Date, stating that (w) the representations and warranties of the Lessee contained in Section 8.2 hereof, are true and correct on and as of such Acquisition Date; (x) no Lease Default or Lease Event of Default has occurred and is continuing under any Operative Document; (y) each Operative Document to which the Lessee is a party is in full force and effect with respect to it; and (z) the Lessee has duly performed and complied with all conditions contained herein or in any other Operative Document required to be performed and complied with by it on or prior to such Acquisition Date.
Responsible Officer’s Certificate. Receipt by the Administrative Agent of a certificate of a Responsible Officer of each Loan Party, in form and substance satisfactory to the Administrative Agent, (i) certifying that the Organization Documents of such Loan Party attached thereto are true and correct as of the date of this Amendment and (ii) certifying as to the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment.
Responsible Officer’s Certificate. The Administrative Agent shall have received (i) a certificate of a Responsible Officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying that (A) the Borrower has received all government and third party approvals required by Section 7.03 and such approvals have been obtained on satisfactory terms; (B) no action, proceeding or litigation is pending or threatened in any court or before any Governmental Authority that involves any Loan Document or that is seeking to enjoin or prevent the consummation of the Transactions contemplated hereby; (C) that neither the Borrower nor any other Group Member has any outstanding Indebtedness for borrowed money or Disqualified Capital Stock other than the Secured Obligations under this Agreement; and (D) the Restructuring Transaction has been completed in accordance with the Restructuring Transaction Documents and (ii) originals, certified copies or other evidence of filing, as appropriate, of the Restructuring Transaction Documents.
Responsible Officer’s Certificate. A certificate of a duly authorized Responsible Officer of the Borrower certifying as to the following matters:
