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 Seller. Purchaser shall have received a certificate of Seller dated the date of the Closing confirming the matters set forth in Sections 5.2(a), (b) and (d) in a form reasonably acceptable to Purchaser.
Certificate of Seller. Buyer shall have received a certificate signed by a duly authorized officer of Seller confirming the matters set forth in Section 7.3(a) and Section 7.3(b) as of the Closing Date.
Certificate of Seller. Seller shall have delivered to AmSurg a certificate, dated the Closing Date, certifying as to the fulfillment by Seller of the conditions specified in Sections 10.1 and 10.2 hereof.
Certificate of Seller. Seller shall have delivered to Buyer a certificate, dated as of the Closing, certifying as to the fulfillment of the conditions specified in Sections 8.2 and 8.3 hereof.
Certificate of Seller. Buyer shall have been provided with a certificate executed on behalf of each of PowerCerv and Subsidiary by its Chief Executive Officer to the effect that, as of the Closing Date:
(i) all representations and warranties made by Seller in this Agreement are true and complete in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Seller on or before such date have been so performed in all material respects.
Certificate of Seller. Buyer shall have received a certificate executed by a duly authorized officer of Seller to the effect that, as of the Closing Date, each of the conditions specified in Sections 5.03(a) and (b) have been satisfied.
Certificate of Seller. Buyer shall have been provided with a certificate executed on behalf of Seller by its Chief Executive Officer to the effect that, as of the Closing Date:
(i) all representations and warranties made by Seller in this Agreement are true and correct in all material respects (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and
(ii) all covenants, obligations and conditions of this Agreement to be performed by Seller on or before such date have been so performed.
Certificate of Seller. On the Sale Date or Subsequent Sale Date, as applicable, Seller shall provide Purchaser a certificate, substantially in the form attached hereto as Exhibit D, signed by an authorized officer of Seller dated as of such date, applicable to the Transactions, to the effect that the conditions set forth in Sections 8.01 and 8.02 have been satisfied as of such date.
Certificate of Seller. Pursuant to the Agreement for Purchase and Sale (“Agreement”) by and among SDG Resources, L.P., Innovative Oil and Gas Development and Trading Company, Inc. (which entity is known, for purposes of this Certificate, as “Seller”), and Arkios Partners, L.P., collectively, as Sellers, and Resaca Exploitation, LP (“Buyer”), Seller hereby represents, warrants, and affirms to Buyer as follows:
