Bringdown and Incumbency Certificate. A certificate dated the Closing Date and executed by the Trustee or other authorized representative of the Trusts (i) stating that the representations and warranties of the Trustee on behalf of the Trusts contained in Article III are true and correct in all material respects on and as of the Closing Date, with the same effect as if such representations and warranties had been made on and as of such date (or if not, in what respects they are not); and that the covenants and agreements to be performed or complied with by the Trustee prior to or at the Closing have been performed and complied with in all material respects (or if not, in what respects they have not), unless waived in writing by Kinark; and (ii) setting forth the names and titles of the Trustee or other authorized representatives of the Trusts executing this Agreement and the other agreements, instruments and documents executed and delivered by the Trustee or the Trusts pursuant to this Agreement.
Bringdown and Incumbency Certificate. A certificate dated the Closing Date and executed by an officer of Kinark (i) stating that the representations and warranties of Kinark contained in Article III are true and correct in all material respects on and as of the Closing Date, with the same effect as if such representations and warranties had been made on and as of such date (or if not, in what they are not); and that the covenants and agreements to be performed or complied with by Kinark prior to or at the Closing have been performed and complied with in all material respects (or if not, in what respects they have not), unless waived in writing by the Trustee; and (ii) setting forth the names and titles of the officers of Kinark executing this Agreement and the other agreements, instruments and documents executed and delivered by Kinark pursuant to this Agreement.
