Managing Member’s Certificate Sample Clauses

Managing Member’s Certificate. Any person dealing with the Company or the Managing Member may rely upon a certificate signed by the Managing Member with respect to one or more of the following:
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Managing Member’s Certificate. A certificate of a managing member of the manager of Seller, certifying as to and attaching: (i) Seller’s limited liability company agreement (excluding signature pages, schedules of members, capitalization information and amendments that do not affect the governance of Seller), (ii) the resolutions of the manager of Seller authorizing the execution and delivery of this Agreement and the transactions contemplated hereby, and (iii) the incumbency of the managing member of the manager of Seller authorized to execute this Agreement on behalf of Seller.
Sample 1
Managing Member’s Certificate. The Company shall have delivered a certificate, dated as of the Closing Date, signed by the Managing Members of the Company, (a) attaching copies of the Organizational Documents, and any amendments thereto, of the Company, (b) certifying that attached thereto are true, correct and complete copies of actions by written consent or resolutions duly adopted by the Members of the Company which adopt this Agreement and any Member Related Agreement and authorize and approve the execution, delivery and performance of this Agreement and each Member Related Agreement and the consummation of the transactions contemplated by this Agreement and the Member Related Agreements, (c) certifying the good standing (or equivalent status in the relevant jurisdiction) of the Company in its jurisdiction of incorporation or organization and in each other jurisdiction where it is qualified to do business (or equivalent status in the relevant jurisdiction) and that there are no proceedings for the dissolution or liquidation of the Company, and (d) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company.
Sample 1
Managing Member’s Certificate. CHF shall have received a certificate of the Managing Member of each Relevant Company, in each case, substantially in the form of Exhibit L hereto, with respect to (i) the certificate of formation and limited liability company operating agreement of each Relevant Company, (ii) the consent of the members of each Relevant Company approving the Ancillary Agreements, if any, to which it is a party and the other documents to be delivered by it under such Ancillary Agreements and the performance of the obligations of such Relevant Company thereunder, and (iii) the names and true signatures of the Persons authorized on behalf of such Relevant Company to sign such Ancillary Agreements, if any, to which it is a party and the other documents to be delivered by it thereunder.
Sample 1
Managing Member’s Certificate. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions will have been approved by counsel to Buyer, and Buyer will have received a certificate of the Managing Member of the Company, substantially in the form attached as Exhibit H, as to the authenticity and effectiveness of the actions of the officers of the Company authorizing the sale of the Membership Interests and the other transactions contemplated by this Agreement and the other Transaction Documents to which the Seller is a party, and such other documents as are reasonably specified by counsel to Buyer. Copies of (a) the Company's organizational documents, (b) operating agreement, as certified by the Managing Member of the Company, and (c) resolutions of the Company's members relating to the transactions contemplated by this Agreement and the Transaction Documents will be attached to such certificate.
Sample 1
Managing Member’s Certificate. Seller shall have delivered to Buyer at the Closing a Managing Member's certificate and incumbency certificate, together with a copy of the following documents, certifying that such documents are a true and correct copy thereof as of the Closing Date: (i) Seller's Articles of Organization, as then in effect; (ii) Seller's Operating Agreement, as then in effect; and (iii) the resolutions, if any, of Seller's Managing Members approving the transactions contemplated by this Agreement.
Sample 1
Managing Member’s Certificate. The Managing Member of the Company shall deliver to Hercules at the Closing a certificate certifying: (i) that attached thereto is a true and complete copy of the Company's Certificate of Formation (including all amendments thereto) as in effect at the Closing; (ii) that attached thereto is a true and complete copy of the Operating Agreement of the Company; (iii) that attached thereto is a true and complete copy of all resolutions duly adopted by the Board of Managers of the Company (x) authorizing the execution, delivery and performance of this Agreement, (y) authorizing the consummation of the transactions contemplated hereby and (z) directing the submission of the Exchange to a vote, and that such resolutions have not been amended or modified and are in full force and effect; and (iv) that attached thereto is a true and complete copy of all resolutions duly adopted by the Company Members approving the Exchange and the transactions contemplated hereby and that such resolutions have not been amended or modified and are in full force and effect.
Sample 1
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Related to Managing Member’s Certificate

  • Manager’s Certificate Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

  • Purchaser’s Certificate Seller shall have received a certificate from Purchaser, dated as of the Closing Date, reasonably satisfactory in form and substance to Seller and its counsel, certifying as to the fulfillment of all matters specified in Section 11.1 and Section 11.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Purchaser hereunder.

  • Seller’s Certificate Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

  • Buyer’s Certificate Buyer shall deliver to Seller at the Closing, a certificate in the form of Exhibit C attached hereto and incorporated herein by this reference.

  • Manager Officers’ Certificate The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: the representations and warranties of the Manager in this Agreement are true and correct; the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

  • Selling Shareholder’s Certificate On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that:

  • Selling Stockholders’ Certificate On each of the First Closing Date and each Option Closing Date, the Representatives shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such date, to the effect that:

  • Borrower’s Certificate A certificate signed by Borrower to the effect that the Repairs have been fully paid for and no claim exists against Borrower or against the Mortgaged Property out of which a lien based on furnishing labor or material exists or might ripen. Borrower may except from the certificate described in the preceding sentence any claim(s) that Borrower intends to contest, provided that any such claim is described in Borrower’s certificate. If required by Lender, Borrower also must certify to Lender that the Repairs are in compliance with all applicable building codes and zoning ordinances.

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Annual Servicer's Certificate The Servicer will deliver to the Rating Agencies, the Trustee, any Agent and any Enhancement Providers on or before March 31 of each calendar year, beginning with March 31, 1992, an Officers' Certificate substantially in the form of Exhibit C stating that (a) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement was made under the supervision of the officer signing such certificate and (b) to the best of such officer's knowledge, based on such review, the Servicer has performed in all material respects its obligations under this Agreement throughout such year, or, if there has been a material default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

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