Common use of Closing Date Certificate Clause in Contracts

Closing Date Certificate. The Administrative Agent shall have received, with counterparts for each Lender, the Closing Date Certificate, dated the Closing Date and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower made as of such date and under this Agreement, and, at the time such certificate is delivered, such statements shall in fact be true and correct in all material respects. All documents and agreements required to be appended to the Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificate.

Appears in 8 contracts

Samples: Credit Agreement (Strategic Hotels & Resorts, Inc), Credit Agreement (Strategic Hotels & Resorts, Inc), Senior Unsecured Credit Agreement (Strategic Hotels & Resorts, Inc)

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Closing Date Certificate. The Administrative Agent shall have received, with counterparts for each Lender, received the Closing Date Certificate, dated as of the Closing Date and duly executed and delivered by an Authorized Officer of Intermediate Holdco and the Borrower, in which certificate the Borrower such Obligors shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of Intermediate Holdco and the Borrower made as of such date and under this Agreementdate, and, at the time each such certificate is delivered, such statements shall in fact be true and correct in all material respectscorrect. All documents and agreements (including Transaction Documents) required to be appended to the Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and such certificate Agent, shall specify that none of such documents or agreements have been modified except as set forth executed and delivered by the requisite parties, and shall be in such certificatefull force and effect.

Appears in 5 contracts

Samples: Lien Credit Agreement (Energy Xxi (Bermuda) LTD), Lien Credit Agreement (Energy XXI Texas, LP), Credit Agreement (Energy Xxi (Bermuda) LTD)

Closing Date Certificate. The Administrative Agent Agents shall have received, with counterparts for each Lender, the Borrower Closing Date Certificate, dated the Closing Date and duly executed and delivered by an Authorized Officer of the each Borrower, in which certificate the Borrower Borrowers shall agree and acknowledge that the statements made therein shall be deemed in all material respects to be true and correct representations and warranties in all material respects of the Borrower made Borrowers as of such date and under this Agreementdate, and, at the time each such certificate is delivered, such statements shall in fact be true and correct in all material respects. All documents and agreements required to be appended to the Borrower Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent Agents, including the certificates of incorporation and such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificateby-laws for the Borrowers.

Appears in 2 contracts

Samples: Credit Agreement (Winn Dixie Stores Inc), Credit Agreement (Winn Dixie Stores Inc)

Closing Date Certificate. The Administrative Agent shall have received, with counterparts for each Lender, the Closing Date Certificate, dated as of the Closing Date and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower made as of such date and under this Agreementdate, and, at the time each such certificate is delivered, such statements shall in fact be true and correct in each case, in all material respects. All documents and agreements required to be appended to the Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificateAgent.

Appears in 2 contracts

Samples: Credit Agreement (Stillwater Mining Co /De/), Credit Agreement (Stillwater Mining Co /De/)

Closing Date Certificate. The Administrative Agent shall have received, with counterparts for each Lender, the Borrower Closing Date Certificate, dated the Closing Date date of the initial Credit Extension and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower made as of such date and under this Agreementdate, and, at the time each such certificate is delivered, such statements shall in fact be true and correct in all material respectscorrect. All documents and agreements required to be appended to the Borrower Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent Agent, and the Borrower Closing Date Certificate (or any other certificate delivered hereunder) shall not confer personal liability upon any such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificateAuthorized Officer.

Appears in 1 contract

Samples: Credit Agreement (United Auto Group Inc)

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Closing Date Certificate. The Administrative Agent shall ------------------------ have received, with counterparts for each Lender, the Closing Date Certificate, dated as of the Closing Date and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower made as of such date and under this Agreementdate, and, at the time each such certificate is delivered, such statements shall in fact be true and correct in each case, in all material respects. All documents and agreements required to be appended to the Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificateAgent.

Appears in 1 contract

Samples: Credit Agreement (Stillwater Mining Co /De/)

Closing Date Certificate. The Administrative Agent shall have received, with counterparts for each Lender, the Borrower Closing Date Certificate, dated the Closing Date and duly executed and delivered by an Authorized Officer of the Borrower, in which certificate the Borrower shall agree and acknowledge that the statements made therein shall be deemed to be true and correct representations and warranties in all material respects of the Borrower made as of such date and under this Agreementdate, and, at the time each such certificate is delivered, such statements shall in fact be true and correct in all material respects. All documents and agreements required to be appended to the Borrower Closing Date Certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and such certificate shall specify that none of such documents or agreements have been modified except as set forth in such certificateAgent.

Appears in 1 contract

Samples: Credit Agreement (Marvel Enterprises Inc)

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