Merger Closing Certificate. The Earthstone Merger shall have been consummated in accordance with the Earthstone Merger Agreement and the Administrative Agent shall have received a certificate of a Responsible Officer of the Credit Parties certifying: (a) that attached to such certificate are true, accurate and complete copies of the Earthstone Merger Agreement and all side letters and each other material agreement and assignment executed and delivered in connection with the Earthstone Merger (collectively, the “Earthstone Merger Documents”), (b) that substantially concurrently with any Borrowings on the Earthstone Merger Effective Date, the Borrower is consummating the Earthstone Merger substantially in accordance with the terms of the Earthstone Merger Documents (without any material waiver or amendment thereof not otherwise approved by the Administrative Agent, with such approval not to be unreasonably withheld, conditioned or delayed) and the Credit Parties shall, directly or indirectly, own all of the Oil and Gas Properties of Earthstone OpCo and the New Obligated Parties and (c) that all governmental and third party consents and all equity holder and board of director (or comparable entity management body) authorizations of the Earthstone Merger that are conditions to the consummation of the Earthstone Merger have been obtained and are in full force and effect.
Merger Closing Certificate. Seller shall have received a certificate signed by an authorized officer of Purchaser certifying the consummation of the Merger pursuant to the Merger Agreement will occur immediately following the Closing.
Merger Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Credit Parties certifying: (a) that attached to such certificate are true, accurate and complete copies of the Colgate Merger Agreement and all side letters and each other material agreement and assignment (including any assignments and bills of sale) executed and delivered in connection with the Colgate Merger (collectively, the “Colgate Merger Documents”), (b) that substantially concurrently with any Borrowings on the Colgate Merger Effective Date, the Borrower is consummating the Colgate Merger substantially in accordance with the terms of the Colgate Merger Documents (without any material waiver or amendment thereof not otherwise approved by the Administrative Agent, with such approval not to be unreasonably withheld, conditioned or delayed) and the Credit Parties shall, directly or indirectly, own all of the Oil and Gas Properties of the New Obligated Parties and (c) that all governmental and third party consents and all equity holder and board of director (or comparable entity management body) authorizations of the Colgate Merger that are conditions to the consummation of the Colgate Merger have been obtained and are in full force and effect.
Merger Closing Certificate. At the Closing of the Merger, Shareholder, Insurance Agency Shareholder, Trust Preferred Security Holder and Individual shall deliver or cause to be delivered to Acquiror a certificate executed by Shareholder, Insurance Agency Shareholder, Trust Preferred Security Holder and Individual dated the Closing Date stating that: (i) all of the representations and warranties of Shareholder, Insurance Agency Shareholder, Trust Preferred Security Holder and Individual set forth in this Agreement are true and correct in all material respects on the Closing Date; and (ii) each and all of the covenants and agreements of Shareholder, Insurance Agency Shareholder, Trust Preferred Security Holder and Individual to be performed or complied with at or prior to the Closing pursuant to this Agreement have been duly performed or complied with in all material respects by Shareholder, Insurance Agency Shareholder, Trust Preferred Security Holder and Individual.
