Certificate of the Seller. The Buyer shall have received a certificate dated as of the Closing Date executed by a duly authorized officer of the Seller, in form and substance reasonably satisfactory to the Buyer, certifying fulfillment of the conditions set forth in Sections 8.2(a), (b) and (c);
Certificate of the Seller. The Seller shall, on each Calculation Day, furnish to the Custodian and any Agent a certificate to the effect that (a) no failure by it to observe or perform in any material respect any covenant or agreement on its part to be observed or performed has occurred or, if such failure has occurred, specifying the same and (b) no proceedings by or, to its knowledge, against it for the dissolution, liquidation or winding-up of it or for any relief from the laws of any jurisdiction relating to bankruptcy, insolvency, reorganization, arrangement, compromise or winding-up, or for the appointment of one or more of a trustee, receiver, receiver and manager, custodian, liquidator or other Person with similar powers with respect to it have been taken or, if such proceedings have been taken, specifying the same.
Certificate of the Seller. Purchaser shall have received a certificate, dated as of the Closing Date and validly executed by the Seller to the effect set forth in Sections 5.1.1, and 5.1.2 above and further that the conditions set forth in 5.1.5, 5.1.6, 5.1.9, 5.1.10 and 5.1.11 have been satisfied.
Certificate of the Seller. Buyer Parent and Buyer shall have been provided with a certificate duly executed on behalf of Seller by its Chief Executive Officer, to the effect that, as of the Closing Date, the conditions set forth in Section 6.2(a) have been met and setting forth the aggregate dollar amount of Seller's Liabilities as of the Closing Date to the extent not otherwise set forth on the Seller Interim Balance Sheet.
Certificate of the Seller. The Seller shall have delivered to the Purchaser a certificate signed by the Seller to the effect that each of the conditions specified in Sections 5.3(a) and 5.3(b) of this Agreement has been satisfied in all respects (the “Seller’s Certificate”).
Certificate of the Seller. The Buyer shall have received a certificate, executed by the President of the Seller and dated as of the Closing Date, to the effect that the conditions specified in Sections 10(a), 10(b) and 10(c) of the Agreement are satisfied in all respects.
Certificate of the Seller. On the Closing _________________________ Date, the Seller shall have delivered to the Buyer a certificate, duly executed by the Mayor or another authorized representative of the Seller as to the fulfillment of the conditions set forth in Sections 11.1 and 11.2 hereof.
Certificate of the Seller. The Buyer shall have received a certificate of a director or executive officer of the Seller, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Seller (ii) that are qualified as to materiality shall be true and correct and (ii) that are not so qualified shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date and (ii) the Seller shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Closing.
Certificate of the Seller. A certificate, executed by Seller, pursuant to which Seller represents and warrants that it has no current actual knowledge of any act or event which would form the basis of any claim by Seller against the Partnerships. 4.10
Certificate of the Seller. Buyer shall have been provided with a certificate, a copy of which is enclosed as Exhibit G-2, executed by the chief Executive Officer of the Seller to the effect that, as of the Effective Date;
