Company’s Officer’s Certificate. The Representative shall have received on and as of the Closing Date a certificate, which shall be delivered on behalf of the Company and not the signatories in their individual capacity, of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is reasonably satisfactory to the Representative (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) confirming that, to the knowledge of such officers, the representations and warranties of the Company in Sections 3(b), 3(c) and 3(e) hereof are true and correct, (iii) confirming that, to the knowledge of such officers, the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) to the effect set forth in paragraph (a) above and, with respect to the Company and its subsidiaries, to the effect set forth in paragraph (c) above.
Company’s Officer’s Certificate. The Representative shall have received on and as of the Closing Date a certificate, which shall be delivered on behalf of the Company and not the signatories in their individual capacity, of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is reasonably satisfactory to the Representative (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) confirming that, to the knowledge of such officers, the representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iii) with respect to the Company and its subsidiaries, to the effect set forth in paragraph (c) above.
Company’s Officer’s Certificate. At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the chief executive officer or chief financial officer of the Company and of the general counsel of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to Closing Time, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission, and (v) the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) of the 1934 Act have been maintained as set forth in paragraph (i) below
Company’s Officer’s Certificate. The Representatives shall have received on and as of the Closing Date a certificate, which shall be delivered on behalf of the Company and not the signatories in their individual capacity, of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is reasonably satisfactory to the Representatives (i) confirming that such officers have carefully reviewed the Pricing Disclosure Package and the Offering Memorandum, (ii) confirming that, to the knowledge of such officers, the representations and warranties of the Company in Sections 3(b), 3(c), 3(d) and 3(f) hereof are true and correct, (iii) confirming that, to the knowledge of such officers, the other representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iv) with respect to the Company and its subsidiaries, to the effect set forth in paragraph (b) above.
Company’s Officer’s Certificate. Buyer shall have received a certificate dated the Closing Date and executed by the Managing Members to the effect that the conditions set forth in Section 9.1(a), Section 9.1(b) and Section 9.1(c) shall have been satisfied.
Company’s Officer’s Certificate. The Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, (i) certifying as to the incumbency of officers of the Company executing any Sale Documents executed and delivered by the Company in connection herewith, (ii) attaching certified copies of the Articles and By-Laws of the Company, each as in effect from the date of this Agreement until Closing and (iii) certifying that attached thereto are true and correct copies of the resolutions of the Company’s board of directors and the Stockholders authorizing and approving the execution, delivery and performance of this Agreement and the Sale Documents to which it is a party and the consummation of the transactions contemplated thereby and hereby. The Company shall have delivered a certificate of an authorized officer of each of its Subsidiaries, dated as of the Closing Date, (A) certifying as to the incumbency of officers of such Subsidiary executing any Sale Documents executed and delivered by such Subsidiary in connection herewith, if any, (B) attaching certified copies of the Organizational Documents of such Subsidiary, each as in effect from the date of this Agreement until Closing, and (C) to the extent applicable, certifying that attached thereto are true and correct copies of the resolutions of such Subsidiary’s board of directors or other governing body authorizing and approving the execution, delivery and performance of the Sale Documents to which it is a party and the consummation of the transactions contemplated thereby.
Company’s Officer’s Certificate. An authorized officer of the Company shall have executed and delivered to Buyer a certificate (collectively, the “Company’s Closing Certificate”) as to the Company’s compliance with the conditions set forth in Sections 7.3(a) and 7.3(b);
Company’s Officer’s Certificate. The Company shall have delivered to the Purchaser a certificate, dated the Closing Date and signed by its Chairman and Chief Executive Officer and its Chief Financial Officer, as to the fulfillment of the conditions set forth in Section 6.3(b) and 6.3(f).
Company’s Officer’s Certificate. The Representative shall have received on and as of the Closing Date a certificate, which shall be delivered on behalf of the Company and not the signatories in their individual capacity, of the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is reasonably satisfactory to the Representative (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus,
Company’s Officer’s Certificate. The officer’s certificate required to be delivered pursuant to Section 8.2(e);
