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.
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.
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 7.3(a) and (ii) the Transaction Fee Certificate. 50
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.
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.
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.
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.
