Closing Certification. Executive shall deliver to Purchaser at least two (2) days prior to the Closing its certification, duly executed by the Chief Executive Officer and Chief Financial Officer of Executive, in form acceptable to Purchaser ("CLOSING CERTIFICATION"), of (a) the amount of the Funded Indebtedness as of the Closing, broken down by lender, accompanied by pay-off statements or the functional equivalent thereof from all of the lenders of the Funded Indebtedness in form reasonably acceptable to Purchaser, (b) a list of all shareholders of Executive as of the Closing and the number of shares of Common Stock and Series A Preferred Stock owned by each, (c) a list of all holders of stock options and warrants of Executive and number and type of shares of capital stock subject to each such stock option and warrant held by each holder and (d) the amount of all capital expenditures paid by Executive on or after April 1, 2004, but prior to Closing, for the construction of capital improvements at its fixed base operation located at Midway Airport, Chicago, Illinois.
Closing Certification. The Administrative Agent shall have received a certificate of the chief executive officer and the chief financial officer of the Borrower, dated the Amendment Date, in form and substance reasonably acceptable to the Administrative Agent, to the effect that as of the Amendment Date (i) the Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, are in compliance on a pro forma basis (after giving effect to the Everest Acquisition and the transactions contemplated by this Agreement, including Loans to be made on the Amendment Date) with the covenants set forth in Section 4 for the succeeding 12-month period based upon the Budgets delivered pursuant to Subsection 4.4(D), projections relating to the financial impact of the Everest Acquisition and other reasonable and good faith assumptions, which shall be set forth in such certification, as to transactions, including the proposed Wireless Sale, contemplated during such 12-month period and (ii) to the best of such officer’s knowledge, no Everest Material Adverse Change has occurred.
Closing Certification. Except as set forth herein and modified hereby in this Amendment, all other terms and conditions of the “Member Interest Purchase Agreement” (Agreement), that was executed by the parties on October 17, 2011, shall remain in full force and effect, with no other changes or revisions. This Amendment contains all of the revised terms and conditions agreed upon by contracting parties. Further, the parties acknowledge and agree that as of the execution of this Amendment, the parties have properly and timely performed all terms and conditions as required pursuant to the Agreement, and therefore the transaction contemplated by the “Member Interest Purchase Agreement” (Agreement), and this Amendment is hereby “Closed”.
Closing Certification. Upon the effectiveness of this Amendment, the Company and each Investor hereby reaffirm all representations and warranties made in the Purchase Agreement, and to the extent the same are not amended hereby, agree that all such representations and warranties shall be deemed to have been remade as of the date of delivery of this Amendment, unless and to the extent that any such representation and warranty is stated to relate solely to an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date. Furthermore, the Company hereby represents and warrants that all conditions precedent to the obligations of the Company and Acquisition Sub under the Acquisition Agreement, as in effect on the date hereof, have been satisfied without any waiver by the Company or Acquisition Sub, and that the Company will acquire good title to the Shares (as set forth in the Acquisition Agreement) as of the Closing.
Closing Certification. The Administrative Agent shall have received a certificate of the chief executive officer and the senior vice president, finance and corporate development of the Borrower, dated the Amendment Date, in form and substance reasonably acceptable to the Administrative Agent, to the effect that as of the Amendment Date the Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, are in compliance on a pro forma basis (after giving effect to the transactions contemplated by this Agreement) with the covenants set forth in Section 4 for the succeeding 12-month period based upon the Budgets delivered pursuant to Subsection 4.4(D) and other reasonable and good faith assumptions, which shall be set forth in such certification, as to transactions contemplated during such 12-month period.
Closing Certification. Administrative Agent shall have received a certificate of the chief executive officer and the senior vice president, finance and corporate development of Borrower, or from the chief financial officer and the senior vice president, finance and corporate development of Borrower, or from such other officer is reasonably acceptable to Administrative Agent, dated the Effective Date, in form and substance reasonably acceptable to Administrative Agent, to the effect that as of the Effective Date Borrower, on a combined and consolidated basis with its Subsidiaries as set forth in Section 4, is in compliance on a pro forma basis (after giving effect to the transactions contemplated by this Agreement and any Loan funded on the Effective Date) with the covenants set forth in Section 4 for the succeeding 12-month period based upon the Budgets delivered pursuant to Subsection 4.4(D) and other reasonable and good faith assumptions, which shall be set forth in such certification, as to transactions contemplated during such 12-month period.
Closing Certification. Date: , 200 In connection with that certain Credit Agreement dated as of October _____, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among [use if Owner is a Guarantor - [Insert Name of Property Owner], [Insert Type of Entity and State of Formation] (“Owner”)] [use if Owner is the Borrower -Morgans Group LLC (“Borrower”)], the financial institutions party thereto and their assignees under Section 13.5. thereof (“Lenders”), Wachovia Bank, National Association, as Agent (“Agent”), and the other parties thereto, the Owner has executed and delivered, among other things, that certain [Deed of Trust/Mortgage], Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date herewith in favor of Agent (the “Security Instrument”), which Security Instrument covers the Property as defined therein. Owner hereby certifies, represents and warrants to Agent and Lenders that, except as otherwise expressly set forth in the Disclosure Schedule attached hereto as Exhibit A, the following statements are true and accurate:
Closing Certification. The undersigned confirms that the Agreement and Plan of Merger closed as of December 31, 2019 in accordance with its terms.
Closing Certification. Date: ____________, 20___
