Officer Certification. A certificate of a Responsible Officer of the Borrower certifying that, as of the Closing Date, the conditions set forth in Section 4.01(g) has been satisfied or waived. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent and each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto. Notwithstanding anything herein to the contrary, it is understood that, to the extent any lien search, insurance certificate or endorsement or security interest in, or perfection of any security interest in, the Collateral is not or cannot be provided or perfected on the Closing Date (other than the grant and perfection of Collateral with respect to which a lien may be perfected solely by (A) the filing of financing statements under the Uniform Commercial Code and (B) the delivery of stock certificates or other certificates, if any, representing Equity Interests of the Borrower and any Guarantor, in each case, that are part of the Collateral and required to be pledged in accordance with the terms hereof to the extent possession of such certificates perfects a security interest therein, in each case after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection, as applicable, of any such lien search, insurance certificate or endorsement and/or such Collateral shall not constitute a condition precedent to the initial funding or availability, as applicable, of the Facilities on the Closing Date, but may instead be provided within ninety (90) days after the Closing Date (provided that the stock certificates of the Borrower shall be delivered within ten (10) Business Days after the Closing Date), subject to such extensions as are reasonably agreed by the Administrative Agent, in its sole discretion.
Officer Certification. The officer of the Company executing this Amendment hereby certifies to the Rights Agent that the amendments to the Rights Agreement set forth in this Amendment are in compliance with Section 27 of the Rights Agreement and the certification contained in this Section 3 shall constitute the certification required by Section 27 of the Rights Agreement.
Officer Certification. To the best of my knowledge, the loan covenant calculations above are correct and have been prepared in accordance with the definitions included in the Master Credit Agreement. No Event of Default exists under the Master Credit Agreement or any other governing loan document. SEA PINES ASSOCIATES, INC. By: ------------------------- -------------------------------- Date Its: ----------------------------
Officer Certification. Submit, upon request, a certificate, executed by the chief financial officers of Co-Borrowers, certifying that Co-Borrowers are in compliance with all of the terms and conditions of (i) this Agreement and (ii) the Cynergy Processing Agreement, the NPC Processing Agreement, the FTS Processing Agreement, the MWI Processing Agreement, the Sage Processing Agreement and the TransFirst Processing Agreement.
Officer Certification. By execution of this Agreement, the officer or manager signing this Agreement on behalf of Borrower certifies to the Bank as follows as of the date of this Agreement:
Officer Certification. If the conditions referred to in clauses (b), (c), (d), and (e) of Section (ii) of Annex I are satisfied as of the Expiration Date, the Company shall cause its chief executive officer and chief financial officer to certify on behalf of the Company that, as of the Expiration Date, the conditions referred to in clauses (b), (c), (d), and (e) of Section (ii) of Annex I have been satisfied. If any of the conditions referred to in clauses (b), (c), (d), or (e) of Section (ii) of Annex I is not satisfied as of the Expiration Date, then the Company shall deliver to Parent a written notice specifying which of those conditions has not been satisfied.
Officer Certification. A certificate of a Responsible Officer of the Borrower certifying that, as of the Closing Date, the conditions set forth in Section 4.01(e) and Section 4.01(g) have been satisfied. Without limiting the generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, the Administrative Agent and each Lender as of the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented 176 to or approved by or acceptable or satisfactory to the Administrative Agent or a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing Date specifying its objection thereto.
Officer Certification. The delivery requirements set forth in Section 4.06(a)(i) and this Section 4.06(a)(ii) shall also be deemed to be satisfied, with respect to a particular fiscal year or fiscal quarter of the Company, upon the timely filing by Parent of the applicable required information in an annual report on Form 10-K or a quarterly report on Form 10-Q, respectively, filed with the Commission in compliance with the requirements of the Exchange Act, and, for the avoidance of doubt, items so delivered shall not require the submission of a corresponding Financial Officer Certification. (b) Each Holder acknowledges and agrees that information provided under this Section 4.06 (excepting information filed with the Commission via the Commission’s XXXXX system (or any successor thereto)) is confidential and shall be deemed to agree that as a condition to receiving such information that such information may not be used, reproduced, disclosed or disseminated to any other Person (other than such Holder’s directors, members, partners, officers, employees, accountants, attorneys (“Holder Representatives”) who have been informed by Holder of the confidential nature of such information and for whose compliance with the confidentiality requirements of this paragraph Holder shall be responsible) unless such information (1) has been made available to the public generally by the Company, (2) is or becomes a matter of public knowledge through no action or inaction of such Holder in violation of any confidentiality obligations of Holder (including pursuant to this paragraph), (3) is required to be disclosed by such Holder (or a Holder Representative) under compulsion of law or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder or Holder Representatives, as the case may be, is subject; provided that, to the extent Holder is lawfully permitted to do so, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fails to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (4) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority of competent jurisdiction in connection with the enforcement of such Holder’s rights under this Agreement or (5) is disclosed by such Holder with the Com...
Officer Certification. By execution of this Agreement, the officer or manager signing this Agreement on behalf of Borrower certifies to the PCF as follows as of the date of this Agreement:
Officer Certification. The Borrower will, at the time of delivery to the Bank of the reports referred to in Sections 5.07(6) and (7), deliver to the Bank certificates signed by any individual duly authorized by the Borrower certifying that such individual has reviewed the provisions of this Agreement and stating in his opinion, if such be the fact, that the Borrower has not been and is not in default as to any of the covenants and agreements of the Borrower contained in this Agreement.
