Certificate of an Authorized Officer Sample Clauses

Certificate of an Authorized Officer of Borrower stating that (a) all obligations under the Amended and Restated Credit Agreement have been paid or fulfilled, (b) the Borrower has delivered a notice to the lenders under the Amended and Restated Credit Agreement requesting that the "Aggregate Commitment" thereunder be terminated on the Closing Date (each Lender that is a "Lender" under the Amended and Restated Credit Agreement hereby waives the requirement of prior notice of cancellation in Section 2.6.3 of the Amended and Restated Credit Agreement and the requirement of prior notice of prepayment in Section 2.8 of the Amended and Restated Credit Agreement), (c) the Credit Agreement has been executed and delivered, and (d) the "Closing Date" under the Credit Agreement is the same date as the Closing Date hereunder.
Sample 1
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Certificate of an Authorized Officer. Agent shall have received a certificate of an Authorized Offi­cer of Issuer, dated the Closing Date, certifying that (i) no Default or Event of Default exists, (ii) all of the representations and warranties of any Issuer Party made in this Agreement and the other Transaction Documents are true and correct in all material respects on and as of the Closing Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such date), (iii) all conditions precedent to the making of the Initial Advance on the Closing Date have been satisfied or have been waived by Note Holders in writing and (iv) since December 31, 2007, there has been no event or occurrence which has resulted in or could reasonably be expected to result in, individually or in the aggregate, any Material Adverse Effect. 44
Sample 1
Certificate of an Authorized Officer. Agent shall have received a certificate of an Authorized Officer of Issuer, dated as of the Restatement Effective Date, certifying that before and after giving effect to the Consent and Partial Release and the incurrence of the obligations under the Senior Loan Documents, (i) no Default or Event of Default exists, (ii) all of the representations and warranties of any Issuer Party made in this Agreement and the other Transaction Documents are true and correct in all material respects on and as of the Restatement Effective Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such date), (iii) all conditions precedent to the Restatement Effective Date have been satisfied or have been waived by Note Holders in writing, (iv) other than as disclosed in writing to Agent, since December 31, 2009, there has been no event or occurrence which has resulted in or could reasonably be expected to result in, individually or in the aggregate, any Material Adverse Effect, and (v) attaching each of the documents referred to in Section 4.1A and certifying that such documents are true, correct and complete copies and are in full force and effect without modification or amendment as of the Restatement Effective Date.
Sample 1

Related to Certificate of an Authorized Officer

  • Authorized Officer (i) With respect to the Issuing Entity, any officer or agent acting under power of attorney of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and (ii) with respect to the Servicer, any officer or agent of the Servicer who is authorized to act for the Servicer in matters relating to the Servicer or the Issuing Entity and to be acted upon by the Servicer pursuant to the Servicing Agreement.

  • Authorized Officers The execution of any certificate requirement hereunder by an Authorized Officer shall be considered to have been done solely in such Authorized Officer’s capacity as an officer of the applicable Credit Party (and not individually). Notwithstanding anything to the contrary set forth herein, the Secured Parties shall be entitled to rely and act on any certificate, notice or other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Credit Party and shall have no duty to inquire as to the actual incumbency or authority of such Person.

  • Responsible Officer 6 Securities.............................................................6

  • Certificate of the Borrower Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3.

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • 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.

  • Certificate of Financial Officer – Swap Agreements Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

  • Certificate of Chief Financial Officer On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Certificate of the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

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