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 shall have received a certificate of a Responsible Officer of each Credit Party, dated as of the date hereof, (i) certifying that attached thereto is a true, complete and correct copy of each of the resolutions duly adopted by such Credit Party or the general partner of such Credit Party authorizing the execution, delivery and performance of this Amendment and each other Transaction Document to which it is a party and any Loan to be made under the Credit Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, (ii) certifying as to the incumbency and specimen signature of each Responsible Officer of such Credit Party executing any Transaction Document, and such certificate and the documents attached thereto shall be in form and substance satisfactory to the Agent, (iii) attaching certificates of existence and good standing (or other similar instruments) for such Credit Party dated as of a recent date, certified to be correct and complete copies thereof and in effect on the date hereof, and in each case satisfactory to the Agent in its reasonable discretion, (iv) certifying that there have been no material changes to the Constituent Documents attached to the Officer’s Certificate of such Credit Party previously delivered to the Agent on [March 9, 2023] (or, where there have been material changes, attaching certified copies of such documents as modified and in effect as of the date hereof), (v) certifying that at the time of and immediately after giving effect to this Amendment, this Amendment and the increase to the Committed Loan Limits reflected in the Credit Agreement as amended by this Amendment does not breach any indebtedness limitation set forth in such Credit Party’s Constituent Documents and (vi) certifying as to such Credit Party’s compliance with the conditions precedent set out in 4.3 (Representations and Warranties), 4.4 (No Default or Event of Default) and 4.10 (Security Interest) as though such representations and warranties were made on and as of the date hereof, and any references therein to the Closing Date shall be deemed to be the date hereof.
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. 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. Each set of financial statements delivered pursuant to Section 10.6(a) or Section 10.6(b) hereof shall be accompanied by a certificate of a Responsible Officer of the Borrowers or the Guarantor, as applicable, setting forth:
(a) Covenant Compliance — the information (including detailed calculations) required in order to establish whether (i) the Borrowers were in compliance with the requirements of Section 10.8 and 10.9 hereof, and (ii) the Guarantor was in compliance with the requirements of Section 10.10 hereof during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and
(b) Event of Default — a statement that such Responsible Officer has reviewed the relevant terms of the Operative Documents and has made a review of the transactions and conditions of the Borrowers or the Guarantor, as the case may be, from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes an Unmatured Event of Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Borrowers or the Guarantor shall have taken or proposes to take with respect thereto.
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 which is continuing, and (iii) all conditions set forth in this Section 5.01 and Section 5.02 have been satisfied;
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. 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.
