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Contract analysis / use-of-proceeds-compliance-certificate.docx
use-of-proceeds-compliance-certificate.docx
1005-00001 · 18 clauses
High · 0 Medium · 2 Standard · 1
Section 1. Identity of Certifying Officer
Section 1. Identity of Certifying Officer The undersigned, David Engstrom, hereby certifies that he is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"). The undersigned is a duly authorized officer of the Borrower and is authorized to execute and delive
Section 2. Certification of Permitted Use of Proceeds Standard
⚑ Commercial term
Section 2. Certification of Permitted Use of Proceeds The undersigned hereby certifies, on behalf of the Borrower, that the proceeds of the Term Loans under the Term Loan B Facility established pursuant to the Credit Agreement, in the aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), are being applied on the date hereof solely for the following permitted purposes as set forth in
Section 3. Sanctions Compliance Certification
Section 3. Sanctions Compliance Certification The undersigned hereby certifies, on behalf of the Borrower, that no part of the proceeds of the Term Loans will be used, directly or indirectly, by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower (after due inquiry), by any of its or their respective directors, officers, employees, or agents, in furtherance of an offer, payment, promise to pa
1. Granite Peak NIH Holdings, LLC (the "Holdings Guarantor")
1. Granite Peak NIH Holdings, LLC (the "Holdings Guarantor")
2. Nexford Precision Components, Inc.
2. Nexford Precision Components, Inc.
3. Nexford Engineered Systems, LLC
3. Nexford Engineered Systems, LLC
4. Nexford Coatings & Surface Technologies, Inc.
4. Nexford Coatings & Surface Technologies, Inc.
5. Nexford Manufacturing Services, LLC
5. Nexford Manufacturing Services, LLC
7. Nexford International Holdings, Inc.
7. Nexford International Holdings, Inc.
8. Clearfield Tool & Die, Inc.
8. Clearfield Tool & Die, Inc.
9. Summit Industrial Fabrication Co.
9. Summit Industrial Fabrication Co.
10. Ridgepoint Specialty Coatings, LLC
10. Ridgepoint Specialty Coatings, LLC
11. Lakeshore Precision Engineering, Inc.
11. Lakeshore Precision Engineering, Inc. None of the foregoing Guarantors, nor any of their respective directors, officers, or employees, is a Sanctioned Person or is located, organized, or resident in a Sanctioned Country.
Section 4. Anti-Corruption Compliance Certification
Section 4. Anti-Corruption Compliance Certification The undersigned hereby certifies, on behalf of the Borrower, that no part of the proceeds of the Term Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direc
Section 5. Anti-Money Laundering Compliance Certification Medium
⚑ Forum / governing law
Section 5. Anti-Money Laundering Compliance Certification The undersigned hereby certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, commonly known as the "USA PATRIOT Act"), the Bank Secre
Section 6. Representations Regarding Knowledge and Due Inquiry
Section 6. Representations Regarding Knowledge and Due Inquiry The certifications, representations, and statements set forth in this certificate are made by the undersigned after due inquiry and investigation. In connection with the preparation and delivery of this certificate, the undersigned has, among other things: (a) reviewed the relevant provisions of the Credit Agreement, including, without limitation, the rep
Section 7. Reliance and Benefit
Section 7. Reliance and Benefit This certificate is delivered to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement for the benefit of the Administrative Agent, the Collateral Agent, and each of the Lenders from time to time party to the Credit Agreement. The Administrative Agent and the Lenders are entitled to rely on this certificate, and on the certifications, representat
Section 8. Governing Law Medium
⚑ Forum / governing law
Section 8. Governing Law This certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflicts of law provisions thereof (other than Section 5-1401 of the New York General Obligations Law). [Signature Page Follows] [Signature Page to Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption)] IN WITNESS WHEREOF, the un