Certain Closing Certificates. Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of Company, certifying as to (A) a copy of the resolutions of the Board of Directors of Company or the executive or any other applicable committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by Company of this Agreement and the Indenture and each other document required to be executed and delivered by Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of Company in such state;
(iii) an incumbency certificate of Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of Loan Trustee and Subordination Agent certifying to the reasonable satisfaction of Pass Through Trustees as to the due authorization, execution, delivery and performance by Loan Trustee and Subordination Agent of each of the Operative Documents to which Loan Trustee or Subordination Agent is or will be a party and any other documents to be executed by or on behalf of Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
Certain Closing Certificates. Each Pass Through Trustee shall have received the following:
(i) a certificate dated the Series B Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Series B Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Series B Closing Date, as to the due incorporation and good standing of the Company in such state;
(iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
(iv) one or more certificates of the Loan Trustee and the Subordination Agent certifying to the reasonable satisfaction of the Pass Through Trustees as to the due authorization, execution, delivery and performance by the Loan Trustee and the Subordination Agent of this Amendment, the First Indenture Amendment, the Series B Equipment Notes and each of the other Operative Documents, in each case to which the Loan Trustee or the Subordination Agent is or will be a party and any other documents to be executed by or on behalf of the Loan Trustee or Subordination Agent in connection with the transactions contemplated hereby or thereby.
Certain Closing Certificates. 41 6.25 Issue of ATS Class B Common Stock.....................................................42 6.26 Election of ATS Directors.............................................................42 ARTICLE 7
Certain Closing Certificates. ATC shall cause its chief financial officer to deliver to ATS and its counsel at the Closing a certificate showing his calculation, in reasonable detail, of the number of shares of ATC Common Stock determined on a Fully-Diluted Basis immediately prior to the Effective Time. ATS shall cause its chief financial officer to deliver to ATC and its counsel at the Closing a certificate showing his calculation, in reasonable detail, of the number of shares of ATS Common Stock determined on a Fully-Diluted Basis immediately prior to the Effective Time.
Certain Closing Certificates. The Companies shall have delivered to the Purchaser the following certificates, each dated as of the Initial Closing Date:
(i) A Solvency Certificate, in form and substance satisfactory to the Purchaser, duly executed by the Chief Financial Officer of the Parent, certifying that the Parent on a stand-alone basis, and the Company Parties taken as a whole, is and will be Solvent, before and after giving effect to (i) the issuance and sale of the Securities and the incurrence of the other Obligations; and (ii) all of the other transactions contemplated hereby.
(ii) A Compliance Certificate signed by the Chief Financial Officer of the Parent, on behalf of itself and the Company Parties, certifying that he has reviewed this Agreement and the other Investment Documents and that, after giving effect to the (i) incurrence of Indebtedness hereunder and (ii) all the transactions contemplated hereby and thereby, the Company Parties will be in compliance with the covenants of Section 10.1.
Certain Closing Certificates. The Companies shall have delivered to the Purchaser the following certificates, each dated as of the Final Closing Date:
(i) A Solvency Certificate, in form and substance satisfactory to the Purchaser, duly executed by the Chief Financial Officer of the Parent, certifying that the Parent on a stand-alone basis, and the Company Parties taken as a whole, is and will be Solvent, before and after giving effect to (i) the transactions contemplated by the Bank Credit Documents;
(ii) the issuance and sale of the Securities and the incurrence of the other Obligations; and (iii) all of the other transactions contemplated hereby.
Certain Closing Certificates. The Company shall prepare and deliver to Purchaser, a draft of each of the Company Net Working Capital Certificate and the Transaction Costs Certificate not later than two (2) Business Days prior to the Closing Date. The Company shall prepare and deliver the final Company Net Working Capital Certificate and the final Transaction Costs Certificate to Purchaser at or prior to the Closing. Without limiting the generality or effect of the foregoing or the provisions of Section 5.3 hereof, the Company shall provide to Purchaser, promptly after Purchaser’s request, copies of the documents or instruments evidencing the amounts set forth on any such draft or final certificate, as well as the draft Closing Spreadsheet and the final Closing Spreadsheet delivered pursuant to Section 6.7 hereof.
Certain Closing Certificates. Each Pass Through Trustee shall have received the following:
Certain Closing Certificates. Each such Pass Through Trustee shall have received the following:
(i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive committee thereof duly authorizing the transactions contemplated hereby and the execution, delivery and performance by the Company of this Agreement and the Indenture and each other document required to be executed and delivered by the Company in accordance with the provisions hereof or thereof and (B) a copy of the certificate of incorporation and by-laws of the Company, as in effect on the Closing Date;
(ii) a certificate or other evidence from the Secretary of State of the State of Delaware, dated as of a date reasonably near the Closing Date, as to the due incorporation and good standing of the Company in such state; (iii) an incumbency certificate of the Company as to the person or persons authorized to execute and deliver this Agreement, the Indenture and each other document to be executed by the Company in connection with the transactions contemplated hereby and thereby, and the specimen signatures of such person or persons; and
Certain Closing Certificates. Each Pass Through Trustee shall have received the following: (i) a certificate dated the Closing Date of the Secretary or an Assistant Secretary of the Company, certifying as to (A) a copy of the resolutions of the Board of Directors of the Company or the executive Participation Agreement (American Airlines 2011-1 Aircraft EETC) [Reg. No.]
