Merger Sub's Closing Certificate Sample Clauses

Merger Sub's Closing Certificate. Merger Sub shall deliver to the Company at Closing a certificate of an executive officer of Merger Sub certifying without personal liability (i) as to the incumbency and signatures of the officers of Merger Sub who execute this Agreement and Merger Sub's Related Agreements on behalf of Merger Sub, (ii) as to the adoption of resolutions of the board of directors of Merger Sub being correct, complete and in full force and effect on the Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the execution and delivery of this Agreement and Merger Sub's Related Agreements, and (B) the performance of the obligations of Merger Sub hereunder and thereunder, (iii) as to Merger Sub's bylaws and all amendments thereto as being correct, complete and in full force and effect on the Closing Date, and (iv) that the conditions to the Company's obligations to consummate the transactions contemplated by this Agreement set forth in Sections 7.2 and 7.3 with respect to Merger Sub have been satisfied.
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Related to Merger Sub's Closing Certificate

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Officer’s Closing Certificate Receipt by the Administrative Agent of a certificate, dated the Closing Date and signed by a Responsible Officer, certifying that after giving effect to the funding of the Term Loan and any Revolving Loans on the Closing Date, the conditions specified in Sections 3.1(e) and (f) and Sections 3.2(a), (b) and (c) are satisfied as of the Closing Date.

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

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