Bring-Down Certificates. (i) Each Seller shall have delivered a certificate to the Buyer, dated as of the Closing Date, in which such Seller certifies satisfaction of the conditions described in Section 9.01(a)(i) and Section 9.01(b)(i).
(ii) The Company shall have delivered a certificate to the Buyer, dated as of the Closing Date, in which the Company certifies the satisfaction of the conditions described in Section 9.01(a)(ii) and Section 9.01(b)(ii).
Bring-Down Certificates. A bring down certificate of the Secretary or Assistant Secretary of each Borrower certifying that the declaration of trust, articles of incorporation, and bylaws, as applicable of such Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement;
Bring-Down Certificates. Seller shall have delivered to Buyer a certificate, dated the Closing Date, signed by Seller's President, certifying as to the fulfillment of the conditions specified in Sections8.1.1 and 8.
Bring-Down Certificates. Deep Dish shall have received a certificate of an executive officer of Thin Crust that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied.
Bring-Down Certificates. (a) Upon the receipt by NorthStar Healthcare of the Midwest Care Interests described in Section 1.6(b) (the “Midwest Care Interest Receipt Date”), (i) each of the Manager and Midwest Holdings shall deliver to the Company, NorthStar and NorthStar Healthcare a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Manager and Midwest Holdings set forth in this Agreement and as to the performance by each of the Manager and Midwest Holdings of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date, and (ii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Manager and Midwest Holdings a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date.
(b) On the Midwest Care Interest Receipt Date (i) each Individual Party shall deliver to the Company, NorthStar and NorthStar Healthcare a certificate signed by such Individual Party, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of such Individual Party set forth in this Agreement and as to the performance by of such Individual Party of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date, and (ii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Individual Parties a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date.
(c) Upon the closing date of the Golden Pond Transaction as described in Section 1.1(a) (the “Golden Pond Transaction Closing Date”), (i) each of the Manager an...
Bring-Down Certificates. You shall have received bring-down certificates from each of Maker, Licensee, Manager and Emmis New York with respect to all representations and warranties made by such entities under any of the Operative Documents and the Contribution Agreements, certifying to Holder that all such representations and warranties are true and correct as of the Funding Date.
Bring-Down Certificates. Company agrees to deliver a certificate of an officer of Company in accordance with the timeline specified in Section 4 of Schedule “B”, confirming that, as of the date of such certificate, all representations and warranties of Company set forth in this Agreement are true and correct in all respects as of such date and Company has complied with and continues to comply with all its covenants under this Agreement, including those set out in Section 2 of this Schedule “D”, in all respects.
Bring-Down Certificates. A certificate, dated as of the Closing Date, executed by a duly authorized officer of each of Acquiror and Merger Sub, certifying, without personal liability, that the conditions set forth in Sections 8.2(a) and 8.2(b) are satisfied;
Bring-Down Certificates. If there is more than one Closing, then at each such Closing there shall be delivered to the Placement Agent updated certificates as described in Section 6.2.5 above.
Bring-Down Certificates. The Buyer shall have received from each of the Sellers a certificate of such Seller (dated the Closing Date) certifying and setting forth that the conditions specified in subsections (a), (b), (c) and (d) of this Section 6.1 have been fulfilled.
