Closing Certificates; Etc Sample Clauses
The "Closing Certificates; Etc" clause requires the parties involved in a transaction to provide certain certificates and documents at the closing of the deal. Typically, these certificates may include statements confirming that all representations and warranties remain true, that all conditions precedent have been satisfied, and that no material adverse changes have occurred. By mandating the delivery of these documents, the clause ensures that both parties have formal, written confirmation of key facts and compliance, thereby reducing the risk of misunderstandings or disputes after the transaction is completed.
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Closing Certificates; Etc. (i) Officer's Certificate of the Borrowers. The Administrative Agent -------------------------------------- shall have received a certificate from a Responsible Officer, in form and substance satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true, correct and complete; that the Borrowers are not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrowers have satisfied each of the closing conditions.
Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance reasonably satisfactory to the Administrative Agent:
Closing Certificates; Etc. Bank shall have received each of the following in form and substance reasonably satisfactory to Bank:
Closing Certificates; Etc. The Agents shall have received each of the following in form and substance reasonably satisfactory to the Agents:
Closing Certificates; Etc. The Lender shall have received each of the following in form and substance reasonably satisfactory to the Lender:
Closing Certificates; Etc. (i) Officer's Certificate of Cornerstone on behalf of each Borrower. The Administrative Agent shall have received a certificate from the chief executive officer or chief financial officer of Cornerstone, on behalf of the Borrowers, in form and substance satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Borrowers contained in this Agreement and the other Loan Documents are true, correct and complete; that the Borrowers are not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement, no Default or Event of Default has occurred and is continuing; and that the Borrowers have satisfied each of the closing conditions.
Closing Certificates; Etc. The Lender shall have received from each Loan Party, as applicable, (i) a copy of a long form good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a Closing Certificate for each such Person substantially in the form of Exhibit B, with appropriate insertions and attachments, dated the Closing Date duly executed and delivered by such Person's Secretary or Assistant Secretary, other Responsible Officer, managing member or general partner, as applicable, as to:
(i) resolutions of each such Person's Board of Directors (or general partner, manager or managers, other managing body, in the case of an entity other than a corporation) then in full force and effect authorizing, to the extent relevant, all aspects of the Acquisition applicable to such Person and the execution, delivery and performance of each Loan Document to be executed by such Person and the transactions contemplated hereby and thereby;
(ii) the incumbency and signatures of such Person's officers, managing member or general partner, as applicable, authorized to act with respect to each Loan Document to be executed by such Person;
(iii) the full force and validity of each Organizational Document of such Person and copies thereof; and
(iv) the other matters specified therein; upon which certificates the Lender may conclusively rely until they shall have received a further certificate of the Secretary, Assistant Secretary, other Responsible Officer, managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.
Closing Certificates; Etc. The Lender shall have received each of the following in form and substance reasonably satisfactory to the Lender:
(i) The Lender shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including without limitation the fee set forth in the letter agreement of even date herewith between the Borrower and the Lender and reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Lender) required to be reimbursed or paid by the Borrower hereunder and under any other Loan Document.
(ii) The Lender (or its counsel) shall have received the following:
(A) a certificate of the Secretary, Assistant Secretary or other authorized officer, general partner, member or manager of each Loan Party in form and substance acceptable to the Lender, attaching and certifying copies of its articles or certificate of incorporation, articles of organization, certificate of limited partnership, bylaws, partnership agreement, limited liability company agreement or operating agreement, or comparable organizational documents and authorizations of each such Person’s board of directors, general partners, members or managers, authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer, general partner, member or manager of each Loan Party executing the Loan Documents to which it is a party;
(B) certificates of good standing, status or existence, as may be available from the Secretary of State or other issuing agency of the jurisdiction of organization of such Loan Party and each other jurisdiction where such Loan Party is required to be qualified to do business as a foreign corporation, partnership, or limited liability company;
(C) favorable written opinions of Hill ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, counsel to the Loan Parties, and certain other local counsel to the Borrower, each addressed to the Lender, and covering such matters relating to the Loan Parties, the Loan Documents and the transactions contemplated therein as the Lender shall reasonably request;
(D) a certificate, in form and substance acceptable to the Lender, dated as of the Second Amendment Effective Date and signed by a Responsible Officer, certifying that (x) no Default Condition or Event of Default exists, (y) all representations and warranties of the Loan Parties set forth in the Loan Documents are true and corr...
Closing Certificates; Etc. (i) Officer's Certificate of the Company. The Administrative ------------------------------------ Agent shall have received a certificate from a Responsible Officer, in form and substance satisfactory to the Administrative Agent, to the effect that all representations and warranties of the Company and the Borrowers contained in this Agreement and the other Loan Documents are true, correct and complete; that the Company and the Borrowers are not in violation of any of the covenants contained in this Agreement and the other Loan Documents; that, after giving effect to the transactions contemplated by this Agreement and the Related Transactions, no Default or Event of Default has occurred and is continuing; that attached thereto are copies of the Transaction Agreement, the Acquisition Agreement, the Bridge Loan Agreement and the Preferred Equity Purchase Agreement as in effect at the Closing Date; and that the Company and the Borrowers have satisfied each of the closing conditions set forth in this Agreement.
Closing Certificates; Etc. At Closing, Seller shall provide the Title Company with such certificates, mechanics’ liens and tenants in possession affidavits, conveyance tax and other forms as Buyer or the Title Company may reasonably require and as are customary in like transactions in Hawaii, provided, however, Seller shall not be required to incur any liability or expense, or provide any indemnity or guarantee in connection with any title endorsement requested by Buyer unless Seller shall agree to provide the same pursuant to the provisions of Section 4.3 hereof.