Closing Certificate; Funding Request Notice Sample Clauses

Closing Certificate; Funding Request Notice. The Purchaser has received a Certificate and Funding Request Notice, dated the Closing Date, duly executed by a Responsible Officer of the Company (a) certifying as to (i) the satisfaction of all conditions precedent in Section 5.2, (ii) the consummation of the items described in Section 5.2(D), and attaching true, correct and complete copies of the related amendment to the Company’s Certificate of Incorporation and the related Reincorporation documents filed with the States of Nevada and Delaware to accomplish the Reincorporation, (iii) the specific items set forth in Section 5.2(E), (F) and (G), (iv) the resolutions adopted by the governing board of each Obligor referenced in Section 5.1(B)(12) remain in full force and effect and have not been amended, rescinded or revoked, (v) there have been no amendments, waivers or modifications to the Existing Debt Documents from the copies thereof delivered to the Purchaser pursuant to Section 5.1(B)(8), and (vi) there have been no changes to the information set forth on the Schedules to this Agreement, except for the change in domicile of the Company from Nevada to Delaware in connection with the Reincorporation, and the increase in the number of authorized shares of Common Stock of the Company from twenty million to forty million shares in connection with the amendment to the Company’s Certificate of Incorporation referenced in Section 5.2(D), and (b) requesting the funding of the Purchase Price to the Company pursuant to Section 2.1 and the payment of the proceeds thereof in accordance with the Pay Proceeds Letter.
Sample 1
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Related to Closing Certificate; Funding Request Notice

  • 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 Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

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

  • Funding Request The Borrower hereby requests the Funding pursuant to Section 2.1 and Section 2.3 of the Loan Agreement.

  • 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 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.

  • Borrowing Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • 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:

  • 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.

  • Funding Notice Administrative Agent shall have received a fully executed and delivered Funding Notice.

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