Common use of Closing Certificates; Etc Clause in Contracts

Closing Certificates; Etc. The Lender shall have received each of the following in form and substance reasonably satisfactory to the Lender: (i) The Lender shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including without limitation the fee set forth in the letter agreement of even date herewith between the Borrower and the Lender and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender) required to be reimbursed or paid by the Borrower hereunder and under any other Loan Document. (ii) The Lender (or its counsel) shall have received the following: (A) a certificate of the Secretary, Assistant Secretary or other authorized officer, general partner, member or manager of each Loan Party in form and substance acceptable to the Lender, attaching and certifying copies of its articles or certificate of incorporation, articles of organization, certificate of limited partnership, bylaws, partnership agreement, limited liability company agreement or operating agreement, or comparable organizational documents and authorizations of each such Person’s board of directors, general partners, members or managers, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer, general partner, member or manager of each Loan Party executing the Loan Documents to which it is a party; (B) certificates of good standing, status or existence, as may be available from the Secretary of State or other issuing agency of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, partnership, or limited liability company; (C) favorable written opinions of Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, counsel to the Loan Parties, and certain other local counsel to the Borrower, each addressed to the Lender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; (D) a certificate, in form and substance acceptable to the Lender, dated as of the Second Amendment Effective Date and signed by a Responsible Officer, certifying that (x) no Default Condition or Event of Default exists, (y) all representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects and (z) since the date of the most recent audited financial statements of the Loan Parties delivered to the Lender pursuant to Section 6.01 of the Credit Agreement, there shall have been no change which has had or would reasonably be expected to have a Material Adverse Effect; and (E) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of the Loan Parties, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Credit Facilities, any Letters of Credit, or any transaction being financed with the proceeds thereof shall be ongoing. (iii) UCC Searches. Satisfactory reports of UCC, tax lien, judgment and litigation searches conducted by a search firm reasonably acceptable to the Lender with respect to the Borrower and the Guarantors, such searches to be conducted by a search firm in each of the locations specified by the Lender.

Closing Certificates; Etc. The Lender Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the LenderAdministrative Agent: (i) The Lender shall have received all fees and other amounts due and payable on or prior Officer’s Certificate of the US Borrower. A certificate from a Responsible Officer of the US Borrower to the Second Amendment Effective effect that all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects as of the Closing Date, including without limitation except for any representation and warranty made as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date; provided that any representation and warranty that is qualified by materiality or by reference to Material Adverse Effect shall be true, correct and complete in all respects as of the fee Closing Date; that none of the Credit Parties are in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that each of the Credit Parties, as applicable, has satisfied each of the conditions set forth in the letter agreement of even date herewith between the Borrower Section 5.2 and the Lender and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender) required to be reimbursed or paid by the Borrower hereunder and under any other Loan DocumentSection 5.3. (ii) The Lender (or its counsel) shall have received the following: (A) a Certificate of Responsible Officer of each Credit Party. A certificate of the Secretary, Assistant Secretary or other authorized officer, general partner, member or manager a Responsible Officer of each Loan Credit Party in form and substance acceptable certifying as to the Lender, attaching incumbency and certifying copies genuineness of its articles or certificate of incorporation, articles of organization, certificate of limited partnership, bylaws, partnership agreement, limited liability company agreement or operating agreement, or comparable organizational documents and authorizations the signature of each officer of such Person’s board of directors, general partners, members or managers, authorizing the execution, delivery and performance of the Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the namearticles of incorporation (or equivalent documentation) of such Credit Party and all amendments thereto, title certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws (or equivalent documentation) of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the board of directors (or equivalent governing body) of such Credit Party authorizing the transactions contemplated hereunder and true signature the execution, delivery and performance of each officer, general partner, member or manager of each Loan Party executing this Agreement and the other Loan Documents to which it is a party; , and (BD) certificates of good standing, status or existence, as may be available from the Secretary of State or other issuing agency of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is certificate required to be qualified to do business as a foreign corporation, partnership, or limited liability company; (C) favorable written opinions of Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, counsel to the Loan Parties, and certain other local counsel to the Borrower, each addressed to the Lender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request; (D) a certificate, in form and substance acceptable to the Lender, dated as of the Second Amendment Effective Date and signed by a Responsible Officer, certifying that (x) no Default Condition or Event of Default exists, (y) all representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct in all material respects and (z) since the date of the most recent audited financial statements of the Loan Parties delivered to the Lender pursuant to Section 6.01 of the Credit Agreement, there shall have been no change which has had or would reasonably be expected to have a Material Adverse Effect; and (E) certified copies of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under any Requirement of Law, or by any Contractual Obligation of the Loan Parties, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Credit Facilities, any Letters of Credit, or any transaction being financed with the proceeds thereof shall be ongoing5.2(b)(iii). (iii) UCC Searches. Satisfactory reports of UCC, tax lien, judgment and litigation searches conducted by a search firm reasonably acceptable to the Lender with respect to the Borrower and the Guarantors, such searches to be conducted by a search firm in each of the locations specified by the Lender.