Form of Solvency Certificate. [ ], 201[ ] This Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 4(k) of that certain Second Amendment Agreement, dated as of March 25, 2013, among Constellium Holdco B.V., a Dutch limited liability company (the “Dutch Borrower”), Constellium France S.A.S., incorporated and existing under the laws of France (the “French Borrower), the lenders party thereto, Deutsche Bank Trust Company Americas, as the existing administrative agent, and Deutsche Bank AG New York Branch (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in that certain Amended and Restated Credit Agreement, dated as of March 25, 2013, among the Dutch Borrower, the French Borrower, the lenders party thereto from time to time and the Administrative Agent (the “Credit Agreement”) I, [ ], the Chief Financial Officer of the [Dutch][French] Borrower (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of the Borrower that as of the date hereof, after giving effect to the Transactions of the Effective Date (including the execution and delivery of the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof):
Form of Solvency Certificate. (d) "Identified Contingent Liabilities" The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.
Form of Solvency Certificate. The undersigned of CONSOLIDATED GRAPHICS, INC., a Texas corporation (the “Borrower”), is familiar with the properties, businesses, assets and liabilities of the Borrower individually and the Credit Parties, taken as a whole and is duly authorized to execute this certificate on behalf of the Borrower. Reference is made to that Credit Agreement, dated as of October 6, 2006, among the Borrower, the other Credit Parties identified therein, the Lender, the other banks and financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) All capitalized terms used and not defined herein have the meanings stated in the Credit Agreement.
Form of Solvency Certificate. I, the undersigned, Chief Financial Officer of Hanger, Inc., a Delaware corporation (the “Borrower”), DO HEREBY CERTIFY on behalf of Borrower that:
Form of Solvency Certificate. Exhibit 3.01(a)(ii)(A)..................
Form of Solvency Certificate. August 5, 2021 This Solvency Certificate is being executed and delivered pursuant to Section 6.1(e) of that certain Third Amended and Restated Loan and Security Agreement of even date herewith (as amended, modified, restated or supplemented from time to time, the “Loan Agreement”), among AMERICAN VANGUARD CORPORATION, a Delaware corporation (“Holdco”), AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower Agent”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“AMVAC B.V.”, and together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. I, the chief financial officer or chief executive officer of the applicable Borrowers (after giving effect to the transactions contemplated in the Loan Documents (the “Transaction”), including the making of the Loans and the use of such proceeds of the Loans on the date hereof), solely in such capacity and not in an individual capacity, hereby certify that I am the chief financial officer or chief executive officer of the applicable Borrowers, and that I am generally familiar with the businesses and assets of the Borrowers and their Subsidiaries (taken as a whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf of the Borrowers pursuant to the Loan Agreement. I further certify, solely in my capacity as chief financial officer or chief executive officer of the applicable Borrowers, and not in my individual capacity, as of the date hereof and after giving effect to the Transactions, that,
Form of Solvency Certificate. [ ], 2017 In connection with Section 6.1(g) of that certain Loan and Security Agreement (including all exhibits and schedules thereto, as the same may be amended, supplemented, restated, and/or otherwise modified from time to time, the “Loan and Security Agreement”) of even date herewith by and among Hydrofarm Holdings LLC, a Delaware limited liability company (“Holdings”; immediately upon consummation of the Closing Date Acquisition and execution of the Assumption Agreement, Holdings shall be succeeded as a Borrower thereunder by Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), EHH Holdings, LLC, a Delaware limited liability company (“EHH ”), SunBlaster LLC, a Delaware limited liability company (“SunBlaster”) and WJCO LLC, a Colorado limited liability company (“ WJCO” and together with Holdings, Hydrofarm, EHH, and SunBlaster, each, a “Loan Party” and collectively, the “Loan Parties”)), the other parties from time to time signatory thereto as Obligors thereunder, the financial institutions party thereto as Lenders thereunder, and Bank of America, N.A., a national banking association, as agent for the Lenders (in such capacity, “Administrative Agent”), the undersigned hereby delivers this Closing and Solvency Certificate in his representative capacity on behalf of the Loan Parties. Terms used but not otherwise defined herein are used herein as defined in the Loan and Security Agreement. The undersigned hereby certifies on behalf of the Loan Parties that as of the date hereof:
Form of Solvency Certificate. This Solvency Certificate is being delivered by the undersigned officer only in his or her capacity as Chief Financial Officer of the Company and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Banks with respect thereto.
Form of Solvency Certificate. [ ], 201[ ] This Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 5.03 of the Credit Agreement, dated as of dated as of July 17, 2013, among FTD Companies, Inc., a Delaware corporation (the “Company”), Interflora British Unit, a company incorporated under the Laws of England & Wales, the Guarantors party hereto, the Lenders party hereto, and Bank of America, N.A., as Administrative Agent for the Lenders (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement I, [ ], the Chief Financial Officer of the Company (after giving effect to the Transactions), in that capacity only and not in my individual capacity, DO HEREBY CERTIFY on behalf of the Company that as of the date hereof, both prior to and after giving effect to [the extension of the Term Loan, the use of the proceeds of the Term Loan on the date hereof and the other transactions contemplated in connection therewith, collectively, the “Transactions”] [the consummation of the Bloom Acquisition (including the consummation of the Bloom Acquisition Agreement and the Credit Extensions to be made under the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof, collectively, the “Transactions”)]:
Form of Solvency Certificate. [ ], 201[ ] This Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section 4.01(j) of that certain Credit Agreement (the “Credit Agreement”), dated as of May [ ], 2014, among Constellium N.V., a Dutch limited liability company (the “Borrower”), the lenders party thereto and Deutsche Bank AG New York Branch (the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement. I, [ ], the Chief Financial Officer of the Borrower (the “Borrower”), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of the Borrower that as of the date hereof, after giving effect to the Transactions on the Closing Date (including the execution and delivery of the Credit Agreement):
