Certificates of Purchaser Sample Clauses

Certificates of Purchaser. To the extent Purchaser claims reimbursement or compensation pursuant to this Article 13, Purchaser shall deliver to Issuer a certificate, signed by an authorized person on behalf of Purchaser, setting forth in reasonable detail the amount payable to the Purchaser hereunder and such certificate shall be presumptive evidence of the matters set forth therein, absent manifest error.
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Certificates of Purchaser. The Company shall have been provided with a certificate dated the Closing Date executed on behalf of the Purchaser by its President and its Chief Financial Officer to the effect that, as of the Closing Date, the condition provided for in subsection 9.1 above has been satisfied. The Purchaser shall have delivered to Deloitte & Touche a certificate in the form attached hereto as Exhibit 6.
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Certificates of Purchaser. Purchaser shall deliver to the Company a certificate executed by one of its officers, dated the date of the Closing, certifying in such detail as the Company may reasonably request that (i) the representations and warranties of Purchaser contained in this Agreement and any Other Agreement are true and correct in all material respects, and (ii) Purchaser has performed and complied with in all material respects all covenants, agreements and conditions required by this Agreement to be performed or complied with by Purchaser prior to or on the date of the Closing.
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Certificates of Purchaser. Each Purchaser shall have delivered to counsel for TriPath: (a) a certificate of the Secretary or Assistant Secretary of such Purchaser dated as of the Closing Date, certifying as to (i) the incumbency of officers of such Purchaser executing this Agreement, the License Agreement (as applicable) and all other documents executed and delivered in connection herewith, (ii) a copy of the By-Laws or trust instrument of Millennium and the Trust, as the case may be, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions of the Board of Directors of Millennium and the trustees of the Trust, as the case may be, authorizing and approving such Purchaser's execution, delivery and performance of this Agreement, the License Agreement (as applicable) and all matters in connection with this Agreement, the License Agreement (as applicable) and the transactions contemplated hereby and thereby or otherwise generally authorizing such Purchaser's execution, delivery and performance of agreements of the type of this Agreement; and (b) a certificate, executed by the President or any Senior Vice President of each of such Purchaser dated as of the Closing Date, certifying to the fulfillment of all of the conditions to TriPath's obligations under this Agreement, as set forth in this Section 7.
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Certificates of Purchaser. Sellers shall have received all funds called for by Section 3.1 and all certificates, instruments, agreements and other documents to be delivered on or before the Closing Date pursuant to Article 13 of this Agreement; provided, however, that Section 10.4 and 10.5 shall be the sole condition to Sellers' obligations relating to the obtaining of Consents.
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Certificates of Purchaser. Seller shall have received all certificates, instruments, agreements and other documents to be delivered by Purchaser on or before the Closing Date pursuant to this Agreement.
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Certificates of Purchaser. Purchaser shall have delivered to the Sellers a certificate executed by one of their respective officers, dated the date of the Closing, certifying in such detail as the Sellers may reasonably request as to the fulfillment and satisfaction of the conditions specified in Articles 6.1 and 6.
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Certificates of Purchaser 
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Related to Certificates of Purchaser

  • 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.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Certificate of Selling Stockholders A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of each Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(f) remains true and correct as of such Date of Delivery.

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (b) No transfer of a Purchased Certificate shall be made unless the transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement, substantially in the form of this Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).

  • Form of the Certificates (a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. (b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be fully registered. (c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.

  • 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 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.

  • 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.

  • 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).

  • 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.

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