Company's Closing Certificate. At the Closing, the Company shall furnish a certificate, signed by the President or a Vice President of the Company, dated the Closing Date, to the effect that the conditions specified in Sections 8.1.1 and 8.1.2, to the extent relating to representations, warranties, covenants and agreements of the Company, have been satisfied.
Company's Closing Certificate. Delivery to each of the Bank Agent, the Representatives of the Underwriters, the FF&E Agent and the Disbursement Agent of the Company's Closing Certificate (which shall include, among other things, a certification as to the solvency of the Company and each of the Loan Parties after giving pro forma effect to the transactions contemplated hereby) signed by a Responsible Officer of each Loan Party.
Company's Closing Certificate. The Company shall have delivered to the Purchaser at Closing an officer's certificate of the Company, solely in such capacity on the behalf of the Company, certifying (i) as to the incumbency and signatures of the officers of the Company who executed this Agreement, (ii) as to the adoption of resolutions of the board of directors of the Company being correct, complete and in full force and effect on the Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the execution and delivery of this Agreement, and (B) the performance of the obligations of the Company hereunder, (iii) as to the Company's bylaws and all amendments thereto as being correct, complete and in full force and effect on the Closing Date, (iv) that the conditions to the Purchaser's obligations to consummate the transactions contemplated by this Agreement set forth in Sections 7.2, and 7.3 have been satisfied.
Company's Closing Certificate. Concurrently with the delivery of Notes to Purchaser on the Closing Date, Purchaser and XXXXXXXXXX shall have received a certificate of Company signed by an Executive Officer of Company in substantially the form of Exhibit 4.1 hereto, to the effect that, among other things, (a) the representations and warranties contained in Section 3.1 and the other Note Documents are true on and as of the Closing Date and (b) no Default or Event of Default exists on and as of the Closing Date.
Company's Closing Certificate. A closing Certificate of Company (the “Company’s Closing Certificate”), duly executed by an authorized officer of the Company certifying, as complete and accurate as of the Closing, attached copies of (A) the certificate of formation of the Company, (B) the bylaws of the Company, if any, and (C) all requisite resolutions or actions of Company’s board of directors, partners, managers, stockholders, members or other governing authority of the Company authorizing the transactions contemplated by this Purchase Agreement;
Company's Closing Certificate. Each Purchaser shall have received a certificate of the Company signed by an Executive Officer of the Company and of each of its Subsidiaries to the effect that (i) the representations and warranties contained in Section 3.1 and the other Note Documents are true and correct on and as of the Effective Date, and (ii) no Default or Event of Default exists on and as of the Effective Date.
Company's Closing Certificate. The Company shall deliver to Parent at Closing a certificate of an executive officer of the Company certifying, without personal liability (i) as to the incumbency and signatures of the officers of the Company who executed this Agreement and the Company's Related Agreements on behalf of the Company, (ii) as to the adoption of resolutions of the board of directors of the Company being correct, complete and in full force and effect on the Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the execution and delivery of this Agreement and the Company's Related Agreements, and (B) the performance of the obligations of the Company hereunder and thereunder, (iii) as to the Company's bylaws and all amendments thereto as being correct, complete and in full force and effect on the Closing Date, and (iv) that the conditions to Parent's obligations to consummate the transactions contemplated by this Agreement set forth in Sections 6.3 and 6.4 have been satisfied.
Company's Closing Certificate. On the Closing Date the Administrative Agent shall have received a certificate, dated the Closing Date, of a responsible financial or accounting officer of the Company to the effect that, at and as of the Closing Date and both before and after giving effect to the initial Borrowings hereunder and the application of the proceeds thereof, (x) the Company is in compliance with all of the covenants contained in sections 8 and 9 of this Agreement, (y) no Default or Event of Default has occurred or is continuing, and (z) all representations and warranties of the Credit Parties contained herein or in the other Credit Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Closing Date, except that as to any such representations and warranties which expressly relate to an earlier specified date, such representations and warranties are only represented as having been true and correct in all material respects as of the date when made.
Company's Closing Certificate. The Company shall deliver to Parent at Closing a certificate of the Company, and shall cause the Xxxxxxx Stockholders to deliver their certificate(s), dated the Effective Date certifying that the conditions to Parent's obligation to consummate the transactions contemplated by this Agreement set forth in Section 9.3(a) have been satisfied.
Company's Closing Certificate. Seller shall deliver to Buyer at Closing a certificate of an executive officer of Seller certifying (i) as to the incumbency and signatures of the officers of Seller who executed this Agreement and any other documents delivered pursuant to this Agreement, (ii) as to the adoption of resolutions of its board of directors or corresponding governing body and the board of directors of its corporate general partner which are in full force and effect on the Closing Date without any amendments thereto authorizing the execution and delivery of this Agreement and any other agreements contemplated hereby and the performance of the obligations of Seller hereunder and thereunder, and (iii) that the conditions to Buyer's obligations to consummate the transactions contemplated by this Agreement set forth in Sections 7.1 and 7.2 have been satisfied.
