Transaction Certificate Sample Clauses

Transaction Certificate. A certificate of the Chief Executive Officer and the Chief Financial Officer of the Company and Parent that, to the best of their knowledge after due investigation, all conditions precedent to the effectiveness of this Agreement have been satisfied or waived;
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Transaction Certificate. This Post-Transaction Certificate (this “Certificate”) is dated as of [•], and delivered by X. X. Xxxxx & Co.-Xxxx., a Connecticut corporation (“Grace”), to [•], a [•](the “Permitted Holder”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Contracts. BACKGROUND
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Transaction Certificate. A certificate executed on behalf of the Company by the President of the Company that, to the best of their knowledge after due investigation, all conditions precedent to the effectiveness of this Agreement have been satisfied or waived;
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Transaction Certificate. The Administrative Agent shall have received a certificate, dated the date of the initial Credit Extension, of an Authorized Officer of the Borrower certifying as to a true and complete copy of (i) the Recapitalization Agreement and the Senior Subordinated Increasing Rate Note Purchase Agreement (and, to the extent requested by the Administrative Agent, all other certificates, filings, documents (including shareholder agreements), consents, approvals, board of directors resolutions and opinions furnished pursuant to or in connection with the Recapitalization Agreement and the Senior Subordinated Increasing Rate Note Purchase Agreement).
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Transaction Certificate. A certificate of the Chief Executive Officer and the Chief Financial Officer of the Company certifying that all conditions precedent to the effectiveness of this Agreement have been satisfied or waived and all representation and warranties are true and correct.
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Transaction Certificate. Lender shall have received a certificate of a Responsible Officer of Borrower and Co-Borrower certifying: (i) that attached to such certificate are true, correct, and complete copies of the Transaction Documents, duly executed and delivered by each party thereto and in form and substance reasonably acceptable to Lender; (ii) that, concurrently with the execution and delivery of this Agreement on the date hereof, Borrower is (A) performing in accordance with the terms and conditions of the Transaction Documents (without waiver or amendment of any material term or condition thereof not otherwise reasonably acceptable to Lender) and (B) acquiring substantially all of the Designated Assets contemplated by the Assignment Agreement; and (iii) the final purchase price for the Designated Assets.
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Transaction Certificate. The Administrative Agent shall have received a certificate with respect to the Acquisition, the Equity Issuance, the Equity Contribution and the Senior Subordinated Note Issuance, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders, identifying each Transaction Document and attaching true, complete and correct copies of such Transaction Documents together with all amendments and modifications thereto.
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Transaction Certificate. The Borrowers shall have delivered to ----------------------- the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by a Responsible Officer, that on the Closing Date after consummation of the Transactions, (A) Total Debt of the Borrowers and their Subsidiaries (determined in a manner reasonably satisfactory to the Administrative Agent) does not exceed $110 million, (B) Senior Debt of the Borrowers and their Subsidiaries (determined in a manner reasonably satisfactory to the Administrative Agent) does not exceed $98 million and (C) Closing EBITDA of the Borrowers and their Subsidiaries (determined in a manner reasonably satisfactory to the Administrative Agent) equals or exceeds $39.5 million, (D) attached thereto is a calculation evidencing, to the reasonable satisfaction of the Administrative Agent, Pro Forma compliance by the Borrowers with the financial covenants set forth in Article X as of March 31, 2000, (E) after giving effect to the Transactions, the Borrowers and their Subsidiaries taken as a whole are Solvent, (F) the payables of the Borrowers are current and not past due, except where failure to pay could not reasonably be expected to have a Material Adverse Effect, (G) attached thereto is a Pro Forma balance sheet of the Borrowers and their Subsidiaries setting forth on a Pro Forma basis the financial condition of the Borrowers and their Subsidiaries on a Consolidated basis as of the date of such certificate reflecting on a Pro Forma basis the effect of the Transactions, including all fees and expenses in connection therewith, and evidencing compliance on a Pro Forma basis with the covenants contained in Article XI hereof and (H) attached thereto are the financial projections previously delivered to the Administrative Agent representing the good faith opinions of each Borrower and senior management thereof as to the projected results contained therein.
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Related to Transaction Certificate

  • Allocation Certificate At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a certificate (the “Allocation Certificate”) signed by the Chief Financial Officer of the Company, setting forth and certifying on behalf of the Company that the following are good faith estimates of the Company:

  • TERMINATION CERTIFICATE This is to certify that I have returned all personal property of AutoChina International Limited (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description No inventions or improvements Additional Sheets Attached Signature of Executive: Printed Name of Executive: Date:

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Perfection Certificate The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

  • Perfection Certificates Each Perfection Certificate delivered by any Grantor (whether delivered pursuant to Section 4.07(a) of this Agreement or pursuant to the Credit Agreement), and all information set forth therein, is true and correct in all respects, except to the extent that such Perfection Certificate has been supplemented or replaced in each case in accordance with this Agreement.

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • TERMINATION CERTIFICATION This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, flow charts, materials, equipment, other documents or property, or copies or reproductions of any aforementioned items belonging to [Company Name], a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”). I further certify that I have complied with all the terms of the Company’s Confidential Information and Invention Assignment Agreement signed by me, including the reporting of any Inventions (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement. I further agree that, in compliance with the Confidential Information and Invention Assignment Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees. I further agree that for twelve (12) months from the date of this Certification, I shall not either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees or consultants to terminate their relationship with the Company, or attempt to solicit, induce, recruit, encourage or take away employees or consultants of the Company, either for myself or for any other person or entity. Further, I agree that for twelve (12) months from the date of this Certification, I shall not use any Confidential Information of the Company to negatively influence any of the Company’s clients or customers from purchasing Company products or services or to solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Date: Employee: (Print Employee’s Name) (Signature)

  • Financial Condition Certificates Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(k).

  • Legend on Certificates The certificates representing the Shares purchased by exercise of the Option shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

  • Bring-Down Certificate Buyer will have received a certificate executed by Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.

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