A Certificate Sample Clauses

A Certificate substantially in the form of Exhibit G to the Credit Agreement, signed by the chief financial officer or vice president, finance and treasurer of the Borrower certifying the following: (A) no Default or Unmatured Default has occurred and is continuing, (B) the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of the Closing Date (or an earlier date if a representation or warranty relates to a specified earlier date), (C) no material adverse change in the business, Property, condition (financial or otherwise), operations or results of operations of the Borrower or any of the Subsidiary Guarantors has occurred since since December 31, 2011 other than as disclosed in Form 10-K filed by the Borrower with the U.S. Securities and Exchange Commission for the fiscal year ending December 31, 2011 with respect to the operations and results of operations of the Borrower and its consolidated Subsidiaries, (D) immediately prior to the effectiveness of the Revolving Loan Commitments, the Borrower's incurrence of Indebtedness under the Credit Agreement and the other Loan Documents does not violate (i) Section 4.09 of the Indenture, dated as of June 5, 2009, as amended or modified from time to time, to which the Borrower and certain of its Subsidiaries are subject and pursuant to which the Borrower issued certain 93/4% Senior Notes Due 2019, (ii) Section 4.09 of the Indenture, dated as of September 27, 2012, as amended or modified from time to time, to which the Borrower and certain of its Subsidiaries are subject and pursuant to which the Borrower issued certain 41/4% Senior Notes Due 2017 and 53/8% Senior Notes Due 2022, (E) that the Revolving Loan Commitment component of the Credit Agreement and the other Loan Documents constitute a “Credit Facility” and a “Senior Credit Facility” under each of the foregoing Indentures and (F) that the Revolving Loan Commitments, the Credit Agreement, and the other Loan Documents collectively constitute “Senior Debt” under each of the foregoing Indentures.
Sample 1
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A Certificate the Borrower's Secretary of the due adoption, continued effectiveness, and setting forth the texts of, each corporate resolution adopted in connection with
Sample 1

Related to A Certificate

  • ERISA Certification The transferee of the Residual Interest delivers to the Indenture Trustee and the Owner Trustee a certification that it is not, and is not acting on behalf of or investing the assets of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include “plan assets” (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of the employee benefit plan’s or plan’s investment in the entity, or (iv) an employee benefit plan, plan or retirement arrangement that is subject to Similar Law; and

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Corporate Certificate The Underwriters shall have received at the Time of Closing a certificate, dated as of the Closing Date, signed by the Secretary of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to: (a) the articles and by-laws of the Company; (b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Offered Securities by the Company and the authorization of this Underwriting Agreement, the Warrant Indenture, the Warrant Certificates and the Compensation Option Certificates and the other agreements and transactions contemplated herein and therein; and (c) the incumbency and signatures of the signing officer(s) of the Company;

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Certificate The undersigned hereby certifies by checking the appropriate boxes that:

  • FIRPTA Certificate An affidavit from Contributor certifying pursuant to Section 1445 of the Internal Revenue Code that Contributor is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder), in form and substance satisfactory to Acquirer.

  • Borrower Incumbency Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a Certificate of the Borrower, dated the Closing Date, as to the incumbency and signature of the officers of the Borrower executing any Credit Document reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • FIRPTA Certificates Prior to the purchase of Shares pursuant to Section 3 hereof, Stockholder shall provide to Parent, Purchaser or the Paying Agent (as defined in the Merger Agreement), as the case may be, a certificate of non-foreign status as provided in Treasury Regulation Section 1.1445-2(b) (the "FIRPTA Certificate"). If a Stockholder fails to deliver the FIRPTA Certificate, Parent, Purchaser or the Paying Agent, as the case may be, shall be entitled to withhold the amount required to be withheld pursuant to Section 1445 of the Code from amounts otherwise payable to Stockholder pursuant to the Merger Agreement or this Agreement.

  • Secretary Certificate The Company shall have delivered to the Purchaser a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Effective Time), (B) the requisite resolutions of the Company’s board of directors authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which the Company is or is required to be a party or bound, and the consummation of the Merger and the other transactions contemplated hereby and thereby, and the adoption of the Surviving Corporation Organizational Documents, and recommending the approval and adoption of the same by the Company Stockholders at a duly called meeting of stockholders, (C) evidence that the Required Company Stockholder Approval has been obtained and (D) the incumbency of officers of the Company authorized to execute this Agreement or any Ancillary Document to which the Company is or is required to be a party or otherwise bound.

  • OFAC Certification Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity or nation.

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