Certificate of Harvest Sample Clauses

Certificate of Harvest. Harvest shall deliver to Kootenay and Surf City a certificate, which shall be dated as of Closing and which shall be signed by Harvest's Chief Executive Officer certifying (i) the authority of Harvest to enter into and consummate the transactions contemplated by this Agreement; (ii) the authority of the officers of Harvest to execute and deliver any document contemplated by this Agreement on behalf of Harvest; (iii) that the representations and warranties of Harvest obtained herein were correct and true when made and are correct and true as of the date of Closing (except to the extent that any representation or warranty of Harvest specifically relates to an earlier date); and (iv) that each and every covenant and agreement of Harvest contained in the Agreement to be performed by Harvest on or prior to Closing has been performed by Harvest. Kootenay and Surf City may rely upon the certificate as if it were delivered to them directly.
Sample 1
AutoNDA by SimpleDocs
Certificate of Harvest. Harvest shall deliver to TRC a certificate which shall be dated as of Closing and which shall be signed by Harvest's Chief Executive Officer certifying (i) the authority of Harvest to enter into and consummate the transactions contemplated by this Agreement (along with a copy of the proxy sent to each shareholder and a copy of the shareholder vote); (ii) the authority of the officers of Harvest to execute and deliver any document contemplated by this Agreement on behalf of Harvest; (iii) that the representations and warranties of Harvest obtained herein were correct and true when made and are correct and true as of the date of Closing (except to the extent that any representation or warranty of Harvest specifically relates to an earlier date); and (iv) that each and every covenant and agreement of Harvest contained in the Agreement to be performed by Harvest on or prior to Closing has been performed by Harvest.
Sample 1
Certificate of Harvest. Harvest shall deliver to TRC a certificate which shall be dated as of Closing and which shall be signed by Harvest's Chief Executive Officer certifying (i) the authority of Harvest to enter into and consummate the transactions contemplated by this Agreement; (ii) the authority of the officers of Harvest to execute and deliver any document contemplated by this Agreement on behalf of Harvest; (iii) that the representations and warranties of Harvest obtained herein were correct and true when made and are correct and true as of the date of Closing (except to the extent that any representation or warranty of Harvest specifically relates to an earlier date); and (iv) that each and every covenant and agreement of Harvest contained in the Agreement to be performed by Harvest on or prior to Closing has been performed by Harvest.
Sample 1

Related to Certificate of Harvest

  • 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 Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

  • 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 Borrower Concurrently with the financial statements of the Borrower furnished to the Administrative Agent and to the Lenders pursuant to Sections 8.3.1 [Quarterly Financial Statements] and 8.3.2 [Annual Financial Statements], a certificate (each a “Compliance Certificate”) of the Borrower signed by the Chief Executive Officer, President or Chief Financial Officer of the Borrower, in the form of Exhibit 8.3.3.

  • 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 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 Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!