Member’s Certificate. The undersigned applicant (the “Applicant”) represents, warrants and certifies the following information to be true: SAMPLE
Member’s Certificate. Parent shall have received certificates of the Stockholder and of the Members that (i) the representations and warranties made by each of them, severally, are true and correct in all material respects (other than Sections 3.1, 3.5, 4.1, 4.4 and 4.6, which shall be true and correct), in each case on and as of the date of this Agreement and on and as of the Closing Date as though made on the Closing Date, except for those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date) and (ii) each of them has no actual knowledge that the conditions set forth in Section 6.4 (including that the representations and warranties of the Company are true and correct in all material respects), shall not have been satisfied, provided, however, that such certificate shall terminate at the Effective Time of the Merger other than with respect to the representations and warranties set forth in Sections 3.1, 3.5, 4.1, 4.4 and 4.6.
Member’s Certificate. A certificate of the Managing Member of Harborside Entity A, attaching true and complete copies of the following:
Member’s Certificate. A certificate of Seller substantially in the form of Exhibit C attached hereto and made a part hereof and attesting as to true, current and complete copies of the Company’s Articles of Organization and Operating Agreement.
Member’s Certificate. Buyer shall have received a certificate of the Members of the Company, dated as of the date hereof, in substantially the form attached as Exhibit 6.4, certifying that the conditions set forth in Sections 6.1, 6.2 and 6.5 have been fulfilled.
Member’s Certificate. The Buyer shall have received from Pxxxx in her capacity as a Member of each of the Companies, in a form reasonably satisfactory to the Buyer, a certificate enclosing the filed Articles of Organization and limited liability company operating agreement of each such Person, and if requested by Buyer, a resolution authorizing all of the transactions contemplated herein by each Seller, and evidence of valid existence of each Company dated as of a date reasonably close to the Closing Date.
Member’s Certificate. Buyer will have received a certificate (the “Members’ Closing Certificate”) executed by Sellers’ Representative and Chief Financial Officer of the Company certifying (a) that as of the Closing Date the conditions set forth in Sections 6.1, 6.2, 6.3, 6.4 and 6.5 have been satisfied, (b) that the Closing Calculations and Closing Cash Balance are as set forth in the Members’ Closing Certificate and, in each case, that such amounts and calculations were prepared in good faith based on the Estimated Closing Balance Sheet, and the Members have no Knowledge that the Closing Calculations and Closing Cash Balance do not present fairly in all material respects the Net Working Capital of the Company as of the Net Working Capital Measurement Time and the Company Cash as of the Closing Cash Reference Time, in each case, subject to changes resulting from normal year-end and month-end adjustments in the Ordinary Course of Business (none of which shall be material individually or in the aggregate), (c) that the Estimated Closing Balance Sheet is as set forth on the Members’ Closing Certificate and such Estimated Closing Balance Sheet was prepared in good faith and in accordance with GAAP, (d) that the Members have no Knowledge that the Estimated Closing Balance Sheet does not present fairly in all material respects the financial condition of the Company as of the Closing Date, subject to changes resulting from normal year-end and month-end adjustments in the Ordinary Course of Business (none of which shall be material individually or in the aggregate), and (e) since the Closing Cash Reference Time, the Company has made no disbursements of Company Cash, other than in the Ordinary Course of Business.
Member’s Certificate. Buyer shall have received a certificate of the Members of the Company, dated the Closing Date, substantially in the form attached as Exhibit 7.4, certifying that the conditions set forth in Sections 7.1, 7.2, 7.5 and 7.8 have been fulfilled.
Member’s Certificate. BUYER shall be furnished with a -------------------- certificate dated the Closing date and signed by a duly authorized member of SELLER to the effect that: (a) the representations and warranties of Green Tree set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date; and (b) SELLER had performed all covenants, satisfied all conditions, and complied with all other terms and provisions of the Agreement to be performed, satisfied or complied with by it as of the Effective Date. (c) Since such date and other than as previously disclosed to BUYER, SELLER has not entered into any material transaction other than transactions which are usual and in the ordinary course if its business; and (d) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of SELLER, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Schedules, by or against SELLER which might result in any material adverse change in any of the assets, properties, business or operations of SELLER.
Member’s Certificate. The Member shall have delivered to Sage a certificate dated the Closing Date and signed by the Member certifying that each of the conditions specified in this Article V applicable to the Member has been fulfilled and that all of the representations set forth in Article III are true and correct as of the Closing Date.
