Parent's Closing Certificate Sample Clauses

Parent's Closing Certificate. Parent shall deliver to the Company at Closing a certificate of an executive officer of Parent certifying without personal liability (i) as to the incumbency and signatures of the officers of Parent who execute this Agreement and Parent's Related Agreements on behalf of Parent, (ii) as to the adoption of resolutions of the board of directors of Parent 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 Parent's Related Agreements, and (B) the performance of the obligations of Parent hereunder and thereunder, (iii) as to Parent'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 Parent have been satisfied.
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Parent's Closing Certificate. Section 1.37. Permitted Liens. Section 1.38. Person.
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Parent's Closing Certificate. At the Closing, Parent shall furnish a certificate, signed by Parent and Holdco, dated the Closing Date, to the effect that the conditions specified in Sections 7.3.1 and 7.3.2 hereof, to the extent relating to the 89 representations, warranties, covenants and agreements of Parent and Holdco, have been satisfied in accordance with the terms and provisions hereof.
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Parent's Closing Certificate. The Company shall have been furnished with a certificate executed by Parent (the "Parent Closing Certificate"), dated the Closing Date, certifying that the conditions set forth in Sections 8.1 and 8.3 have been fulfilled (or waived) at or prior to the Closing Date.
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Related to Parent'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.

  • 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.

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

  • 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 Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • 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.

  • Servicing Certificate Not later than each Determination Date, the Master Servicer shall deliver (a) to the Indenture Trustee, the data necessary to prepare the items below and the statement for Noteholders required to be prepared pursuant to Section 4.04 and (b) to the Indenture Trustee, the Owner Trustee, the Sponsor, the Depositor, the Paying Agent, the Credit Enhancer, and each Rating Agency a Servicing Certificate (in written form or the form of computer readable media or such other form as may be agreed to by the Indenture Trustee and the Master Servicer), together with an Officer's Certificate to the effect that the Servicing Certificate is correct in all material respects, stating the related Collection Period, Payment Date, the series number of the Notes, the date of this Agreement, and:

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