Certificates of Company Sample Clauses

Certificates of Company. The Company shall have delivered to Purchaser a certificate executed by the President or any Vice President of the Company, dated the Closing Date, certifying in such detail as Purchaser may reasonably request as to (a) the fulfillment and satisfaction of the conditions specified in Sections 7.2 and 7.3 above, and (b) the absence of any Material Adverse Effect prior to the Closing.
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Certificates of Company. The Company will furnish to the Trustee prior to each proposed release of Collateral pursuant to Section 10.4 all documents required by Sections 314(c) and 314(d) of the TIA. The Trustee may, to the extent permitted by Sections 6.1 and 6.2 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents. Any certificate or opinion required by Sections 314(c) and 314(d) of the TIA may be made by an Officer of the Company, except in cases where TIA Sections 314(c) and 314(d) require that such certificate or opinion be made by an independent engineer, appraiser or other expert within the meaning of Sections 314(c) and 314(d) of the TIA.
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Certificates of Company. Parent shall have been provided with (i) a certificate executed on behalf of Company by its President to the effect set forth in Section 6.3(a) and (ii) the Transaction Fee Certificate pursuant to Section 5.12.
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Certificates of Company. Certificates of the Secretary or ----------------------- Assistant Secretary of the Company and each Subsidiary Guarantor setting forth (i) resolutions of its board of directors authorizing the execution, delivery and performance of the obligations contained in this Agreement and/or the other Operative Documents to which it is a party, (ii) the officers of the Company or such Subsidiary Guarantor specified in such Secretary's Certificates that are authorized to sign this Agreement/or and the other Operative Documents to which it is a party and, until replaced by another officer or officers duly authorized for that purpose, to act as its respective representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and/or the Operative Documents to which it is a party and (iii) true and correct copies of the articles or certificate of incorporation and the bylaws of the Company or such Subsidiary Guarantor. The parties to this Agreement may conclusively rely on such certificate until the Lessor (who shall promptly notify all other parties) receives notice in writing from the Company or any Subsidiary Guarantor to the contrary.
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Certificates of Company. Certificates of the Secretary or ----------------------- Assistant Secretary of the Company setting forth (i) resolutions of its board of directors authorizing the execution, delivery and performance of the obligations contained in this Agreement, with respect to the Company, and the other Operative Documents to which it is a party, with respect to the Company, (ii) the officers of the Company specified in such Secretary's Certificates that are authorized to sign this Agreement and the other Operative Documents to which the Company is a party and, until replaced by another officer or officers duly authorized for that purpose, to act as its respective representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the Operative Documents to which it is a party and (iii) true and correct copies of the articles or certificate of incorporation and the bylaws of each of the Company. The parties to this Agreement may conclusively rely on such certificate until the Agent (who shall promptly notify all other parties) receives notice in writing from the Company to the contrary.
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Certificates of Company. Certificates of the Secretary or ----------------------- Assistant Secretary of the Company setting forth (i) resolutions of its board of directors authorizing the execution, delivery and performance of the obligations contained in the Guaranty and the other Operative Documents to which it is a party, (ii) the officers of the Company specified in such Secretary's Certificates that are authorized to sign the Guaranty and the other Operative Documents to which the Company is a party and, until replaced by another officer or officers duly authorized for that purpose, to act as its respective representative for the purposes of signing documents and giving notices and other communications in connection with the Guaranty and the Operative Documents to which it is a party and (iii) true and correct copies of the articles or certificate of incorporation and the bylaws of each of the Company. The parties to this Agreement may conclusively rely on such certificate until the Agent (who shall promptly notify all other parties) receives notice in writing from the Company to the contrary.
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Certificates of Company. At each Closing Date with respect to which you or a Selected Dealer (who sold Shares involved in that Closing) requests, you shall receive certificates signed on behalf of the Company to the effect that (i) at all times from the Effective Date to that Closing Date, the Registration Statement did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) the representations and warranties of the Company in this Agreement are true and correct on and as of such Closing Date with the same effect as though expressly made at such Closing Date; and (iii) the Company has performed all covenants or conditions on their or its part to be performed or satisfied at or prior to the Effective Date and such Closing Date.
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Related to Certificates of Company

  • Certificates of Compliance The Company shall provide, from time to time upon request of the Dealer Manager, certificates of its chief executive officer and chief financial officer of compliance by the Company of the requirements of this Agreement.

  • Certificates of the Company The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

  • Certificates of Banks Any Bank claiming reimbursement or compensation under this Article III shall deliver to the Company (with a copy to the Agent) a certificate setting forth in reasonable detail the amount payable to the Bank hereunder and such certificate shall be conclusive and binding on the Company in the absence of manifest error.

  • Certificates of Stock Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

  • Certificates of Good Standing Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

  • Certificates and Documents The Company shall have delivered to special counsel to the Purchasers: (a) The Certificate of Incorporation of the Company, as amended and in effect as of the Closing Date (including the Certificate of Amendment), certified by the Secretary of State of the State of Delaware; (b) Certificates, as of the most recent practicable dates, as to the corporate good standing of the Company issued by the Secretary of State of the State of Delaware and the Secretary of the State of the State of Connecticut; (c) By-laws of the Company, certified by its Secretary or Assistant Secretary as of the Closing Date; and (d) Resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, certified by the Secretary or Assistant Secretary of the Company as of the Closing Date.

  • Certificates of Insurance Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 000 00xx Xxxxxx Xxxxxxxxx, X.X. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

  • Certificates of Insurance/Notices Vendor and Contractors shall provide a Certificate or Certificates of Insurance, in a form satisfactory to OGS as detailed below. Certificates shall reference the Solicitation or Contract Number. As applicable, the requested forms must name The New York State Office of General Services, New York State Procurement, 00xx Xxxxx, Xxxxxxx Xxxxx, Xxxxxx, Xxx Xxxx 00000 as the Certificate Holder. Certificates shall be submitted to The New York State Office of General Services, New York State Procurement Services, Corning Tower- 00xx Xxxxx, Xxxxxx Xxxxx Xxxxx, Xxxxxx, XX 00000. Vendor policies shall be written so as to include a provision that the policy will not be canceled, materially changed, or not renewed without notice as required by law to OGS, Attention: Procurement Services, Corning Tower – 00xx Xxxxx, Xxxxxx Xxxxx Xxxxx, Xxxxxx Xxx Xxxx 00000. The Contractor shall not take any action, or omit to take any action that would suspend or invalidate any of the required coverages during the period of time such coverages are required to be in effect. Not less than ten (10) days’ after the expiration date or renewal date, the Contractor shall supply OGS updated evidence of coverage. Certificates of Insurance shall:  Be in the form acceptable to OGS (i.e. an Xxxxx form);  Disclose any deductible, self-insured retention, aggregate limit or exclusion to the policy that materially changes the coverage required by this solicitation or any Contract resulting from this solicitation;  Be accompanied by an Additional Insured and a Waiver of Subrogation Endorsement as required herein;  Refer to this solicitation and any Contract resulting from this solicitation by number and any other attachments on the face of the certificate; and  Be signed by an authorized representative of the insurance carrier or producer. Only original documents (Certificates of Insurance, endorsements & other attachments) or electronic forms, which can be directly traced back to the insurance carrier, agent or broker via e- mail distribution or similar means, will be accepted.

  • Certificates of the Trustee In the event that the Company wishes to release Collateral in accordance with the Collateral Agreements and has delivered the certificates and documents required by the Collateral Agreements and Sections 11.03 and 11.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.05 hereof, shall deliver a certificate to the Collateral Agent setting forth such determination.

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

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