Common use of Responsible Officer’s Certificates Clause in Contracts

Responsible Officer’s Certificates. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Date and in form and substance reasonably satisfactory to the Administrative Agent, either (A) attaching copies of all consents, licenses and approvals (other than any applicable board resolutions or written consents of the Loan Parties) required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Asset Acquisition Documents and the Loan Documents to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (ii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (A)(1) that, as of the Amendment and Restatement Date, after giving effect to the consummation of the Transactions, each of the Credit Facility Representations and Warranties made by each Loan Party in or pursuant to any Loan Document (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, (2) that, as of the Amendment and Restatement Date, after giving effect to the consummation of the Transactions, each of the APA Representations and Warranties made by Zebra Technologies in or pursuant to Asset Purchase Agreement (x) that is qualified by materiality, is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, but, for the avoidance of doubt and in each case under this clause (2), only to the extent that the Borrower has the right to terminate the Borrower’s obligations under the Asset Purchase Agreement (or to decline to consummate the Asset Acquisition) as a result of the failure of any such APA Representation and Warranty to be true and correct, (B) that there has been no event or circumstance since June 30, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that there has been no event or circumstance since September 13, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate and solely with respect to the Acquired Assets, an APA Material Adverse Effect, (D) subject to the foregoing and to the Acquired Assets Lien Perfection Qualification, that no Default or Event of Default has occurred and is continuing on the Amendment and Restatement Date (except for any such Default or Event of Default that arises solely as a result of any representations and warranties other than the Credit Facility Representations and Warranties failing to be true and correct), (E) the attachment thereto of detailed calculations (in substantially the form of Part III of Attachment 3 to the form of pro forma Compliance Certificate set forth at Exhibit B and otherwise in form and substance satisfactory to the Administrative Agent) evidencing that the Consolidated Leverage Ratio of the Borrower and its consolidated Subsidiaries as of June 30, 2016 did not exceed 3.00:1.00 on a pro forma basis, assuming that the Transactions (including the Asset Acquisition and any refinancing of the Existing Credit Agreement with the extensions of credit hereunder) were consummated on June 30, 2016, and (F) that the Borrower holds no less than $65,000,000 of unrestricted cash and Cash Equivalents as of the Amendment and Restatement Date after giving effect to the funding of Loans on the Amendment and Restatement Date, the consummation of the Asset Acquisition and the other Transactions contemplated by the Loan Documents to occur on the Amendment and Restatement Date.

Responsible Officer’s Certificates. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, either (A) attaching copies of all consents, licenses and approvals (other than any applicable board resolutions or written consents of the Loan Parties) required in connection with the execution, delivery and performance by the Borrower and the validity against the Borrower of the Asset Acquisition Documents and the Third Amendment Loan Documents to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required.; (ii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying that (A)(1A) that, as of the Amendment and Restatement Effective Date, after giving effect to the consummation effectiveness of the Transactionsthis Agreement (including, without limitation, Section 3(b) hereof), each of the Credit Facility Representations representations and Warranties warranties made by each Loan Party in or pursuant to any Loan Document (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, (2) that, as of the Amendment and Restatement Date, after giving effect to the consummation of the Transactions, each of the APA Representations and Warranties made by Zebra Technologies in or pursuant to Asset Purchase Agreement (x) that is qualified by materiality, is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, but, for the avoidance of doubt and in each case under this clause (2), only to the extent that the Borrower has the right to terminate the Borrower’s obligations under the Asset Purchase Agreement (or to decline to consummate the Asset Acquisition) as a result of the failure of any such APA Representation and Warranty to be true and correct, (B) that there has been no event or circumstance since June 30, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) that there has been no event or circumstance since September 13, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate and solely with respect to the Acquired Assets, an APA Material Adverse Effect, (D) subject to the foregoing and to the Acquired Assets Lien Perfection Qualification, that no Default or Event of Default has occurred and is continuing on the Amendment and Restatement Date (except for any such Default or Event of Default that arises solely as a result of any representations and warranties other than the Credit Facility Representations and Warranties failing to be true and correct), (E) the attachment thereto of detailed calculations (in substantially the form of Part III of Attachment 3 to the form of pro forma Compliance Certificate set forth at Exhibit B and otherwise in form and substance satisfactory to the Administrative Agent) evidencing that the Consolidated Leverage Ratio of the Borrower and its consolidated Subsidiaries as of June 30, 2016 did not exceed 3.00:1.00 on a pro forma basis, assuming that the Transactions (including the Asset Acquisition and any refinancing of the Existing Credit Agreement with the extensions of credit hereunder) were consummated on June 30, 2016, and (F) that the Borrower holds no less than $65,000,000 of unrestricted cash and Cash Equivalents as of the Amendment and Restatement Date after giving effect to the funding of Loans on the Amendment and Restatement Date, the consummation of the Asset Acquisition and the other Transactions contemplated by the Loan Documents to occur on the Amendment and Restatement Effective Date.

Responsible Officer’s Certificates. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrowereach Loan Party, dated as of the Amendment and Restatement Closing Date and in form and substance reasonably satisfactory to the Administrative Agentit, either (A) attaching copies of all consents, licenses and approvals (other than any applicable board resolutions or written consents of the Loan Parties) required in connection with the execution, delivery and performance by the Borrower any such Loan Party and the validity against the Borrower any such Loan Party of the Asset Acquisition Documents and the Loan Documents to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (ii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Closing Date and in form and substance reasonably satisfactory to the Administrative Agentit, certifying (A)(1A) that, as of that the Amendment conditions specified in Section 5.1 and Restatement Date, after giving effect to the consummation of the Transactions, Section 5.2 have been satisfied; (B) that each of the Credit Facility Representations representations and Warranties warranties made by each Loan Party in or pursuant to any Loan Document (xi) that is qualified by materiality is true and correct, and (yii) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, Closing Date; (2) that, as of the Amendment and Restatement Date, after giving effect to the consummation of the Transactions, each of the APA Representations and Warranties made by Zebra Technologies in or pursuant to Asset Purchase Agreement (x) that is qualified by materiality, is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, but, for the avoidance of doubt and in each case under this clause (2), only to the extent that the Borrower has the right to terminate the Borrower’s obligations under the Asset Purchase Agreement (or to decline to consummate the Asset Acquisition) as a result of the failure of any such APA Representation and Warranty to be true and correct, (BC) that there has been no event or circumstance since June 30December 31, 20162013, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that there has been no event or circumstance since September 13, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate and solely with respect to the Acquired Assets, an APA Material Adverse Effect, ; (D) subject to the foregoing and to the Acquired Assets Lien Perfection Qualification, that no Default or Event of Default has occurred and is continuing on the Amendment and Restatement Date (except for any such Default or Event of Default that arises solely as a result of any representations and warranties other than the Credit Facility Representations and Warranties failing to be true and correct), (E) the attachment thereto of detailed calculations (in substantially the form of Part III of Attachment 3 to the form of pro forma Compliance Certificate set forth at Exhibit B and otherwise in form and substance satisfactory to the Administrative Agent) evidencing that the Consolidated Leverage Ratio of the Borrower and its consolidated Subsidiaries as of June 30, 2016 did not exceed 3.00:1.00 on a pro forma basis, assuming that the Transactions (including the Asset Acquisition and any refinancing of the Existing Credit Agreement with the extensions of credit hereunder) were consummated on June 30, 2016, and (F) that the Borrower holds no less than $65,000,000 of unrestricted cash and Cash Equivalents as of the Amendment and Restatement Closing Date after giving effect to the funding of Loans advanced on the Amendment and Restatement Closing Date; (E) that there is no injunction, writ or restraining order restraining or prohibiting the consummation of the Asset Acquisition financing arrangements and the other Transactions transactions contemplated by the Loan Documents to occur Documents; and (F) that upon the payment of the funds on the Amendment Closing Date, as contemplated by this Agreement, any Liens of SVB are irrevocably authorized to be released without any further act by SVB, and Restatement Dateupon such release the Equity Interests and other assets of Borrower shall be free and clean of all Liens, other than Liens granted to the Administrative Agent pursuant to the Security Documents and other Liens permitted by Section 7.3.

Responsible Officer’s Certificates. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, either (A) attaching copies of all consents, licenses and approvals (other than any applicable board resolutions or written consents of the Loan Parties) required in connection with the execution, delivery and performance by the Borrower each Loan Party and Enterasys and the validity against the Borrower such Person of the Asset Acquisition Documents and the Loan Documents to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (ii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower, dated as of the Amendment and Restatement Closing Date and in form and substance reasonably satisfactory to the Administrative Agent, certifying (A)(1) that, as of the Amendment and Restatement Closing Date, after giving effect to the consummation of the Transactions, each of the Credit Facility Representations representations and Warranties warranties made by each Loan Party and Enterasys in or pursuant to any Loan Document (x) that is qualified by materiality is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such datethe Closing Date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, (2) that, as of the Amendment and Restatement Date, after giving effect to the consummation of the Transactions, each of the APA Representations and Warranties made by Zebra Technologies in or pursuant to Asset Purchase Agreement (x) that is qualified by materiality, is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, but, for the avoidance of doubt and in each case under this clause (2), only to the extent that the Borrower has the right to terminate the Borrower’s obligations under the Asset Purchase Agreement (or to decline to consummate the Asset Acquisition) as a result of the failure of any such APA Representation and Warranty to be true and correct, (B) that there has been no event or circumstance since June 30, 20162017, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that there has been no event or circumstance since September 13, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate and solely with respect to the Acquired Assets, an APA Material Adverse Effect, (D) subject to the foregoing and to the Acquired Assets Lien Perfection Qualification, that no Default or Event of Default has occurred and is continuing on and as of the Amendment date hereof, and Restatement Date (except for any such Default or Event of Default that arises solely as a result of any representations and warranties other than the Credit Facility Representations and Warranties failing to be true and correct), (ED) the attachment thereto of detailed calculations (in substantially the form of Part III II of Attachment 3 to the form of pro forma Compliance Certificate set forth at Exhibit B and otherwise in form and substance satisfactory to the Administrative Agent) evidencing that the Consolidated Leverage Ratio of the Borrower and its consolidated Subsidiaries as of June 30December 31, 2016 did 2017 does not exceed 3.00:1.00 on a pro forma basis, assuming that the Transactions (including the Asset Acquisition and any refinancing of the Existing Credit Agreement with the extensions of credit hereunder) were are consummated on June 30, 2016, and (F) that the Borrower holds no less than $65,000,000 of unrestricted cash and Cash Equivalents as of the Amendment and Restatement Date after giving effect to the funding of Loans on the Amendment and Restatement Date, the consummation of the Asset Acquisition and the other Transactions contemplated by the Loan Documents to occur on the Amendment and Restatement Datesuch date.

Responsible Officer’s Certificates. (i) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrowereach Loan Party, dated as of the Amendment and Restatement Closing Date and in form and substance reasonably satisfactory to the Administrative Agentit, either (A) attaching copies of all consents, licenses and approvals (other than any applicable board resolutions or written consents of the Loan Parties) required in connection with the execution, delivery and performance by the Borrower any such Loan Party and the validity against the Borrower any such Loan Party of the Asset Acquisition Documents and the Loan Documents and/or Merger Documents, as applicable, to which it is party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required. (ii) The Administrative Agent shall have received a certificate signed by a Responsible Officer of Holdings and the BorrowerBorrowers, dated as of the Amendment and Restatement Closing Date and in form and substance reasonably satisfactory to the Administrative Agentit, certifying (A)(1A) that, as of that the Amendment and Restatement Date, after giving effect to the consummation of the Transactions, conditions specified in Sections 5.2 have been satisfied; (B) that each of the Credit Facility Representations representations and Warranties warranties made by each Loan Party in or pursuant to any Loan Document (xi) that is qualified by materiality is true and correct, and (yii) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, Closing Date; (2C) that, as of the Amendment and Restatement Date, after giving effect to the consummation of the TransactionsMerger, each of the APA Representations and Warranties made by Zebra Technologies in or pursuant to Asset Purchase Agreement (x) that is qualified by materiality, is true and correct, and (y) that is not qualified by materiality, is true and correct in all material respects, in each case, on and as of such date as if made on and as of such date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all respects or all material respects, as required, as of such earlier date, but, for the avoidance of doubt and in each case under this clause (2), only to the extent that the Borrower has the right to terminate the Borrower’s obligations under the Asset Purchase Agreement (or to decline to consummate the Asset Acquisition) as a result of the failure of any such APA Representation and Warranty to be true and correct, (B) that there has been no event or circumstance since June 30December 31, 20162011, that has had or that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (C) that there has been no event or circumstance since September 13, 2016, that has had or that could reasonably be expected to have, either individually or in the aggregate and solely with respect to the Acquired Assets, an APA Material Adverse Effect, ; (D) subject to the foregoing and to the Acquired Assets Lien Perfection Qualification, that no Default or Event of Default has occurred and is continuing on the Amendment and Restatement Date (except for any such Default or Event of Default that arises solely as a result of any representations and warranties other than the Credit Facility Representations and Warranties failing to be true and correct), (E) the attachment thereto of detailed calculations (in substantially the form of Part III of Attachment 3 to the form of pro forma Compliance Certificate set forth at Exhibit B and otherwise in form and substance satisfactory to the Administrative Agent) evidencing that the Consolidated Leverage Ratio of the Borrower and its consolidated Subsidiaries as of June 30, 2016 did not exceed 3.00:1.00 on a pro forma basis, assuming that the Transactions (including the Asset Acquisition and any refinancing of the Existing Credit Agreement with the extensions of credit hereunder) were consummated on June 30, 2016, and (F) that the Borrower holds no less than $65,000,000 of unrestricted cash and Cash Equivalents as of the Amendment and Restatement Closing Date after giving effect to the funding of Loans advanced on the Amendment Closing Date and Restatement Date, the consummation of the Asset Acquisition Merger; (E) that there is no injunction, writ or restraining order restraining or prohibiting the consummation of the financing arrangements and the other Transactions transactions contemplated by the Loan Documents or the Merger Documents; and (F) that upon the payment of the funds described in the Acquired Business Payoff Letters to occur the creditors described therein on the Amendment Closing Date, as contemplated by the Flow of Funds Agreement, any Liens of such creditors are irrevocably authorized to be released without any further act by such creditors, and Restatement Dateupon such release the Equity Interests and other assets of the Acquired Business and IFS shall be free and clean of all Liens, other than Liens granted to the Administrative Agent pursuant to the Security Documents and other Liens permitted by Section 7.3.