Closing Certificates and Other Documents Sample Clauses

Closing Certificates and Other Documents. Buyer shall have received (a) the deliveries required by Section 5.10, and (b) the duly executed (i) Seller Closing Certificate and (ii)
Sample 1
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Closing Certificates and Other Documents. (i) An officer's certificate substantially in the form attached hereto as Exhibit E; (ii) a secretary's certificate substantially in the form attached hereto as Exhibit F; (iii) a certificate of the Seller certifying as to its non-foreign status which complies with the requirements of Section 1445 of the Internal Revenue Code; (iv) waivers, in form and substance reasonably satisfactory to the Purchaser, duly executed by each of the lenders described in Schedule 4.3 hereto pursuant to which each such lender (x) consents to the performance of the Seller's obligations hereunder and the consummation of the transactions contemplated hereby, and (y) waives any conflict with, breach or other violation of, either of the agreements set forth in Schedule 4.3 hereto which may result from the performance of the Seller's obligations hereunder or the consummation of the transactions contemplated hereby; and (v) any other documents and instruments relating to the existence of the Seller, and the authority of the Seller to enter into and perform its obligations under this Agreement and consummate the transactions contemplated hereby reasonably requested by the Purchaser, all in form and substance reasonably satisfactory to the Purchaser.
Sample 1
Closing Certificates and Other Documents. (i) An officer's certificate substantially in the form attached hereto as Exhibit I; (ii) a secretary's certificate substantially in the form attached hereto as Exhibit J; and (iii) any other documents and instruments relating to the existence of Purchaser, and the authority of the Purchaser to enter into and perform its obligations under this Agreement and consummate the transactions contemplated hereby reasonably requested by the Seller, all in form and substance reasonably satisfactory to the Seller.
Sample 1
Closing Certificates and Other Documents. (i) A Secretary’s certificate certifying that the consents in writing of the respective managers and/or members of each TSG Company in the forms attached to such certificate authorizing and approving the execution of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, including the Interim Asset Transfer, were duly authorized, and that such consents in writing remain in full force and effect; (ii) A certificate of Seller certifying as to its non-foreign status and which complies with the requirements of Section 1445 of the Internal Revenue Code; (iii) Good standing certificates for Seller and each of the Target Companies issued by the appropriate Governmental Authority of the State of Delaware and in each state such Person is qualified to do business as a foreign entity, dated as of a date no earlier than five (5) days prior to the Closing Date; (iv) A list of all Material Business Contracts entered into between the date of this Agreement and the Closing Date and copies thereof; (v) An opinion of Seller’s counsel, substantially in the form attached hereto as Exhibit I; (vi) An opinion of Seller’s FCC counsel substantially in the form attached hereto as Exhibit J; (vii) Duly executed counterparts to the Indemnification Escrow Agreement and the Seller Assumption Agreement; and (viii) Duly executed counterparts to instruct the Escrow Agent to take the actions described in Section 2.7(c).
Sample 1
Closing Certificates and Other Documents. (i) A Secretary’s certificate certifying that the resolutions authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby were duly authorized, and that such resolutions remain in full force and effect; (ii) A good standing certificate for Purchaser issued by the appropriate Governmental Authority of the State of Delaware; (iii) Duly executed counterparts to the Indemnification Escrow Agreement; and (iv) Duly executed counterparts to instruct the Escrow Agent to take the actions described in Section 2.7(c).
Sample 1
Closing Certificates and Other Documents. (i) An Officer’s certificates certifying to the fulfillment of the conditions set forth in Sections 7.1(a) and 7.1(b) hereof; (ii) A Secretary’s Certificate certifying that the consents in writing of the Board of Representatives of Holdings and of the member of each of the Company and TSG License Subsidiary in the forms attached to such certificate authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby were duly authorized, and that such consents in writing remain in full force and effect; (iii) A certificate of the Sellers certifying as to its non-foreign status and which complies with the requirements of Section 1445 of the Internal Revenue Code; (iv) Good standing certificates for the Sellers issued by the appropriate Governmental Authority of the State of Delaware, dated as of a date no earlier than ten (10) days prior to the Closing Date; (v) An opinion of counsel to Sellers substantially in the form of Exhibit 3.2(b)(v) attached hereto; and (vi) A copy of any instrument evidencing any Required Consent received.
Sample 1
Closing Certificates and Other Documents. (i) An Officer’s certificates certifying to the fulfillment of the conditions set forth in Sections 7.2(a) and 7.2(b) hereof; (ii) A Secretary’s Certificate certifying that the resolutions authorizing and approving the execution of this Agreement and the consummation of the transactions contemplated hereby were duly authorized, and that such resolutions remain in full force and effect; and (iii) A good standing certificate for each Purchaser issued by the appropriate Governmental Authority of the State of Delaware. (iv) All necessary assignment and assumption agreements relating to the Broadcasting Assets, including the following: (A) Assignment and Assumption Agreement for Real Property; (B) Assignment and Assumption Agreement for Leases and Leasehold Interests in Personal Property; (C) Assignment and Assumption Agreement for FCC Licenses; (D) Assignment and Assumption Agreement for Contracts; and (E) Assignment and Assumption Agreement for Motor Vehicles and Certain Equipment. (F) Assignment and Assumption Agreement for the Assumed Obligations.
Sample 1
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Related to Closing Certificates and Other Documents

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Proofs, Certificates and Other Information Any person presenting Shares for deposit, any Holder and any Beneficial Owner may be required, and every Holder and Beneficial Owner agrees, from time to time to provide to the Depositary and the Custodian such proof of citizenship or residence, taxpayer status, payment of all applicable taxes or other governmental charges, exchange control approval, legal or beneficial ownership of ADSs and Deposited Property, compliance with applicable laws, the terms of the Deposit Agreement or the ADR(s) evidencing the ADSs and the provisions of, or governing, the Deposited Property, to execute such certifications and to make such representations and warranties, and to provide such other information and documentation (or, in the case of Shares in registered form presented for deposit, such information relating to the registration on the books of the Company or of the Share Registrar) as the Depositary or the Custodian may deem necessary or proper or as the Company may reasonably require by written request to the Depositary consistent with its obligations under the Deposit Agreement and the applicable ADR(s). The Depositary and the Registrar, as applicable, may withhold the execution or delivery or registration of transfer of any ADR or ADS or the distribution or sale of any dividend or distribution of rights or of the proceeds thereof or, to the extent not limited by the terms of Section 7.8(a), the delivery of any Deposited Property until such proof or other information is filed or such certifications are executed, or such representations and warranties are made, or such other documentation or information provided, in each case to the Depositary’s, the Registrar’s and the Company’s satisfaction. The Depositary shall provide the Company, in a timely manner, with copies or originals if necessary and appropriate of (i) any such proofs of citizenship or residence, taxpayer status, or exchange control approval or copies of written representations and warranties which it receives from Holders and Beneficial Owners, and (ii) any other information or documents which the Company may reasonably request and which the Depositary shall request and receive from any Holder or Beneficial Owner or any person presenting Shares for deposit or ADSs for cancellation, transfer or withdrawal. Nothing herein shall obligate the Depositary to (i) obtain any information for the Company if not provided by the Holders or Beneficial Owners, or (ii) verify or vouch for the accuracy of the information so provided by the Holders or Beneficial Owners.

  • Reports, Certificates and Other Information Furnish to the Administrative Agent and each Lender:

  • Filing Proofs, Certificates and Other Information Any person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the Depositary may deem necessary or proper. The Depositary may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend or other distribution or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates are executed or those representations and warranties are made. As conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares, (iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall be satisfactory to the Depositary.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS CONTRACTOR shall submit to LEA a staff list, and copies of all current licenses, credentials, certifications, permits and/or other documents which entitle the holder to provide special education and/or related services by individuals employed, contracted, and/or otherwise hired or sub-contracted by CONTRACTOR. CONTRACTOR shall ensure that all licenses, credentials, permits or other documents are on file at the office of the County Superintendent of Schools. CONTRACTOR shall provide the LEA with the verified dates of fingerprint clearance, Department of Justice clearance and Tuberculosis Test clearance for all employees, approved subcontractors and/or volunteers prior to such individuals starting to work with any student. CONTRACTOR shall monitor the status of licenses, credentials, certifications, permits and/or other documents for all individuals employed, contracted, and/or otherwise hired by CONTRACTOR. CONTRACTOR shall notify LEA and CDE in writing within forty-five (45) days when personnel changes occur which may affect the provision of special education and/or related services to LEA students. CONTRACTOR shall notify LEA within forty-five (45) days if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. The LEA shall not be obligated to pay for any services provided by a person whose such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the period which such person is providing services under this Master Contract. Failure to notify the LEA and CDE of any changes in credentialing/licensed staff may result in suspension or revocation of CDE certification and/or suspension or termination of this Master Contract by the LEA.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Execution of Other Documents The parties shall cooperate fully in the execution of any other documents and in the completion of any other acts that may be necessary or appropriate to give full force and effect to this Agreement.

  • SEC and Other Filings; Reports to Shareholders Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be.

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