Closing Certificate; Good Standing Sample Clauses

Closing Certificate; Good Standing. At the Closing, NovaMed will deliver or cause to be delivered to CTI a certificate executed by the President of NovaMed and the President of each of the Subsidiaries, dated as of the Closing Date and certifying to the fulfillment of the condition specified in subparagraphs (a), (b) and (c) above. On or prior to the Closing Date, NovaMed will deliver to CTI certificates issued by the Minnesota Secretary of State, the Secretary of State of the German Democratic Republic (or equivalent governmental authority), and the Nevada Secretary of State evidencing the corporate and good standing of each of the Subsidiaries as of the date not more than 30 days prior to the Closing Date.
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Closing Certificate; Good Standing. At the Closing, CTI will deliver or cause to be delivered to NovaMed a certificate executed by the President of CTI, dated as of the Closing Date and certifying to the fulfillment of the conditions specified in subparagraphs (a), (b), and (c) above. On or prior to the Closing Date, CTI will deliver to NovaMed a certificate issued by the Nevada Secretary of State evidencing the corporate and good standing of CTI as of the date not more than 30 days prior to the Closing Date.

Related to Closing Certificate; Good Standing

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.

  • Closing Certificate The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments.

  • Closing Certificates The Administrative Agent shall have received a certificate of the Credit Parties, dated the Original Closing Date, substantially in the form of Exhibit I to the Original Credit Agreement, with appropriate insertions, executed by the President or any Vice President and the Secretary or any Assistant Secretary of each Credit Party, and attaching the documents referred to in Section 6.7.

  • Good Standing Certificates The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

  • Closing Certificates; Etc The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:

  • Company Closing Certificate Parent shall have received a certificate duly executed on behalf of the Company by a duly authorized officer of the Company certifying that the conditions set forth Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied.

  • Closing Certificate and Opinion On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor and Xxxxxx Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement by the Master Servicer and the enforceability thereof.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

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