CERTIFICATE OF IDEAL Sample Clauses

CERTIFICATE OF IDEAL the Security Trustee may call for and may accept as sufficient evidence a certificate of Ideal signed by any director of Ideal to the effect that any particular dealing, transaction, step or thing is, in the opinion of such director, suitable or expedient or as to any other fact or matter upon which the Security Trustee may, in the exercise of any of its rights, powers or duties hereunder, require to be satisfied and the Security Trustee need not call for further evidence and will not be responsible to anyone for any loss or damage occasioned by acting on any such certificate;
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CERTIFICATE OF IDEAL each set of Financial Statements delivered pursuant to clause 15.2.1 and each set of Management Accounts delivered by it pursuant to clause 15.2.2 in respect of a Management Accounting Period ending on the last day of any Financial Quarter (as consolidated for that Financial Quarter) is accompanied by a certificate of Ideal (acting through its finance director) setting forth in reasonable detail the calculations required to establish that Ideal was in compliance with its covenants set forth in clause 15.4 during the period covered in such Financial Statements (or, as the case may be, during such Financial Quarter) and stating that, except as explained in reasonable detail in such certificate:
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CERTIFICATE OF IDEAL each set of Financial Statements delivered pursuant to clause 15.2.1 and each set of Management Accounts delivered by it pursuant to clause 15.2.2 in respect of a Management Accounting Period ending on the last day of any Financial Quarter (as consolidated for that Financial Quarter) is accompanied by a certificate of Ideal (acting through its finance director) setting forth in reasonable detail (i) when delivered with the Financial Statements delivered pursuant to Clause 15.2.1 only, the calculations required to show the actual EBITDA achieved from the start of the Financial Year to which those Financial Statements relate to the end of each Financial Quarter falling within that Financial Year and the Variance (if any) for each Financial Quarter falling within that Financial Year and (ii) in each case, the calculations required to establish that Ideal was in compliance with its covenants set forth in clause 15.4 during the period covered in such Financial Statements (or, as the case may be, during such Financial Quarter) and stating that, except as explained in reasonable detail in such certificate:
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Related to CERTIFICATE OF IDEAL

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • The Certificate of Incorporation of the --------- Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least seventy-five percent of the outstanding shares of Series A Junior Participating Preferred Stock, voting together as a single class.

  • Certificate of Amendment A successor Owner Trustee appointed under this Agreement will promptly file a certificate of amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of the successor Owner Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment to the Administrator.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Certificate of the Company Parent shall have received certificates from the Company, validly executed by the Chief Executive Officer and Chief Financial Officer of the Company for and on the Company’s behalf, to the effect that, as of the Closing:

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

  • Certificate of Incorporation and By Laws of the Surviving Corporation

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Certificate of Buyer Seller shall have been provided with a certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date:

  • Certificate of Incorporation; Bylaws (a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended to read in its entirety as set forth in Exhibit A attached hereto and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with the provisions thereof and as provided by Law.

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