Transaction Certificate. A certificate of the Chief Executive Officer and the Chief Financial Officer of the Company and Parent that, to the best of their knowledge after due investigation, all conditions precedent to the effectiveness of this Agreement have been satisfied or waived;
Transaction Certificate. This Post-Transaction Certificate (this “Certificate”) is dated as of [•], and delivered by X. X. Xxxxx & Co.-Xxxx., a Connecticut corporation (“Grace”), to [•], a [•](the “Permitted Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Contracts.
Transaction Certificate. A certificate executed on behalf of the Company by the President of the Company that, to the best of their knowledge after due investigation, all conditions precedent to the effectiveness of this Agreement have been satisfied or waived;
Transaction Certificate. The Administrative Agent shall have received a certificate with respect to the Acquisition, the Equity Issuance, the Equity Contribution and the Senior Subordinated Note Issuance, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, identifying each Transaction Document and attaching true, complete and correct copies of such Transaction Documents together with all amendments and modifications thereto.
Transaction Certificate. Lender shall have received a certificate of a Responsible Officer of Borrower and Co-Borrower certifying: (i) that attached to such certificate are true, correct, and complete copies of the Transaction Documents, duly executed and delivered by each party thereto and in form and substance reasonably acceptable to Lender; (ii) that, concurrently with the execution and delivery of this Agreement on the date hereof, Borrower is (A) performing in accordance with the terms and conditions of the Transaction Documents (without waiver or amendment of any material term or condition thereof not otherwise reasonably acceptable to Lender) and (B) acquiring substantially all of the Designated Assets contemplated by the Assignment Agreement; and (iii) the final purchase price for the Designated Assets.
Transaction Certificate. The Administrative Agent shall have received a certificate, dated the date of the initial Credit Extension, of an Authorized Officer of the Borrower certifying as to a true and complete copy of (i) the Recapitalization Agreement and the Senior Subordinated Increasing Rate Note Purchase Agreement (and, to the extent requested by the Administrative Agent, all other certificates, filings, documents (including shareholder agreements), consents, approvals, board of directors resolutions and opinions furnished pursuant to or in connection with the Recapitalization Agreement and the Senior Subordinated Increasing Rate Note Purchase Agreement).
Transaction Certificate. The Borrowers shall have delivered to ----------------------- the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, that on the Closing Date after consummation of the Transactions, (A) Total Debt of the Borrowers and their Subsidiaries (determined in a manner reasonably satisfactory to the Administrative Agent) does not exceed $110 million, (B) Senior Debt of the Borrowers and their Subsidiaries (determined in a manner reasonably satisfactory to the Administrative Agent) does not exceed $98 million and (C) Closing EBITDA of the Borrowers and their Subsidiaries (determined in a manner reasonably satisfactory to the Administrative Agent) equals or exceeds $39.5 million, (D) attached thereto is a calculation evidencing, to the reasonable satisfaction of the Administrative Agent, Pro Forma compliance by the Borrowers with the financial covenants set forth in Article X as of March 31, 2000, (E) after giving effect to the Transactions, the Borrowers and their Subsidiaries taken as a whole are Solvent, (F) the payables of the Borrowers are current and not past due, except where failure to pay could not reasonably be expected to have a Material Adverse Effect, (G) attached thereto is a Pro Forma balance sheet of the Borrowers and their Subsidiaries setting forth on a Pro Forma basis the financial condition of the Borrowers and their Subsidiaries on a Consolidated basis as of the date of such certificate reflecting on a Pro Forma basis the effect of the Transactions, including all fees and expenses in connection therewith, and evidencing compliance on a Pro Forma basis with the covenants contained in Article XI hereof and (H) attached thereto are the financial projections previously delivered to the Administrative Agent representing the good faith opinions of each Borrower and senior management thereof as to the projected results contained therein.
Transaction Certificate. A certificate of the Chief Executive Officer and the Chief Financial Officer of the Company certifying that all conditions precedent to the effectiveness of this Agreement have been satisfied or waived and all representation and warranties are true and correct.
