Bring Down Certificates. (i) Each Seller shall have delivered a certificate to the Buyer, dated as of the Closing Date, in which such Seller certifies satisfaction of the conditions described in Section 9.01(a)(i) and Section 9.01(b)(i).
Bring Down Certificates. A bring down certificate of the Secretary or Assistant Secretary of each Borrower certifying that the declaration of trust, articles of incorporation, and bylaws, as applicable of such Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement;
Bring Down Certificates. (a) Seller shall have delivered to Buyer a certificate, dated the Closing Date, signed by Seller, certifying as to the fulfillment of the conditions specified in Sections 9.1.1 and 9.1.2 as they relate to Seller ("Seller's Bring- Down Certificate"), (b) each Related Seller shall have delivered to Buyer a certificate, dated the Closing Date, signed by such Related Seller, certifying as to the fulfillment of the conditions specified in Sections 9.1.1 and 9.1.2 as they relate to such Related Seller (each a "
Bring Down Certificates. Thin Crust shall have received a certificate of an executive officer of Deep Dish that the conditions set forth in Section 7.3(a) and Section 7.3(b) have been satisfied.
Bring Down Certificates. The obligations of the Purchasers under this Agreement are subject to the satisfaction (or waiver by the Purchasers) of all representations and warranties of IHI contained herein or in any certificate or document delivered to the Purchasers pursuant hereto shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except as contemplated or permitted by this Agreement, and IHI shall deliver to the Purchasers a certificate dated the Closing Date, executed by an officer of IHI to the foregoing effect. The obligations of IHI under this Agreement are subject to the satisfaction (or waiver by IHI) at or prior to the Closing Date of all representations and warranties of the Purchasers contained herein or in any certificate or document delivered to IHI pursuant hereto shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except as contemplated or permitted by this Agreement, and the Purchasers shall deliver to IHI a certificate dated the Closing Date, signed by the Purchasers to the foregoing effect.
Bring Down Certificates. Each Shareholder and the Company shall have delivered to Atmos a certificate, dated the Closing Date and executed in its name and on its behalf by a duly authorized representative, certifying as to the compliance by it with Sections 8.01 and 8.02.
Bring Down Certificates. A certificate, dated as of the Closing Date, executed by a duly authorized officer of each of Acquiror and Merger Sub, certifying, without personal liability, that the conditions set forth in Sections 8.2(a) and 8.2(b) are satisfied;
Bring Down Certificates. (a) Upon the receipt by NorthStar Healthcare of the Midwest Care Interests described in Section 1.6(b) (the “Midwest Care Interest Receipt Date”), (i) each of the Manager and Midwest Holdings shall deliver to the Company, NorthStar and NorthStar Healthcare a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Manager and Midwest Holdings set forth in this Agreement and as to the performance by each of the Manager and Midwest Holdings of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date, and (ii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Manager and Midwest Holdings a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date.
Bring Down Certificates. If there is more than one Closing, then at each such Closing there shall be delivered to the Placement Agent updated certificates as described in Section 6.2.5 above.
Bring Down Certificates. A certificate of each Seller's President ----------------------- and each of the Stockholders, satisfactory in form and substance to the Acquisition Sub, attesting to the continuing truth as of the Payment Date of the representations and warranties made by them in this Agreement, and stating that they have performed and complied with all their covenants and obligations which were required to have been complied with or satisfied prior to the Payment Date;
