Common use of Monitor’s Certificate Clause in Contracts

Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 and Section 8.2, have been satisfied and/or waived by the Vendor or the Purchaser, as applicable, the Vendor and the Purchaser will each deliver to the Monitor written confirmation (a) that such conditions of Closing, as applicable, have been satisfied and/or waived, and (b) of the amounts of the Transfer Taxes (if any are payable) payable by the Purchaser on Closing (the “Conditions Certificates”). Upon receipt of payment in full of the Purchase Price and Transfer Taxes payable by the Purchaser at Closing (if any is payable) in the amounts set out in the Conditions Certificates and receipt of each of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to the Vendor and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendor and the Purchaser). In the case of (i) and (ii), above, the Monitor will be relying exclusively on the basis of the Conditions Certificates and without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.

Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 9.1 and Section 8.29.2, have been satisfied and/or waived by the Vendor Vendors or the Purchaser, as applicable, the Vendor Vendors and the Purchaser will each deliver to the Monitor written confirmation (a) that such conditions of Closing, as applicable, have been satisfied and/or waived, and (b) of the amounts of the Transfer Taxes (if any are payable) payable by the Purchaser on Closing (the “Conditions Certificates”). Upon receipt of payment in full of the Purchase Price and Transfer Taxes payable by the Purchaser at Closing (if any is payable) in the amounts set out in the Conditions Certificates and receipt of each of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to the Vendor Vendors and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendor Vendors and the Purchaser). In the case of (i) and (ii), above, the Monitor will be relying exclusively on the basis of the Conditions Certificates and without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.

Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 and Section 8.2, have been satisfied and/or waived by the Vendor Vendors or the Purchaser, as applicable, the Vendor Vendors and the Purchaser will each deliver to the Monitor written confirmation (ai) that such conditions of Closing, as applicable, have been satisfied and/or waived, ; and (bii) of the amounts of the Transfer Taxes required to be paid at Closing (if any are is payable) and the Cure Costs payable by the Purchaser on Closing (the “Conditions Certificates”). Upon receipt of payment in full of the Cash Purchase Price and Price, Transfer Taxes payable by the Purchaser required to be paid at Closing (if any is payable) in and of the amounts set out in Cure Costs payable by the Conditions Certificates Purchaser on Closing, and receipt of each of the Conditions Certificates, the Monitor shall (ia) issue forthwith its Monitor’s Certificate concurrently to the Vendor Vendors and the Purchaser, at which time the Closing will be deemed to have occurred; and (iib) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendor Vendors and the Purchaser). In the case of clauses (ia) and (iib), above, the Monitor will be relying exclusively on the basis of the Conditions Certificates and without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.

Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 and Section 8.2, have been satisfied and/or waived by the Vendor Vendors or the Purchaser, as applicable, the Vendor Vendors and the Purchaser will each deliver to the Monitor written confirmation (a) that such conditions of Closing, as applicable, have been satisfied and/or waived, and (b) of the amounts of the Transfer Taxes (if any are payable) payable by the Purchaser on Closing (the “Conditions Certificates”). Upon receipt of payment in full of the Purchase Price and Transfer Taxes payable by the Purchaser at Closing (if any is payable) in the amounts set out in the Conditions Certificates and receipt of each of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to the Vendor Vendors and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendor Vendors and the Purchaser). In the case of (i) and (ii), above, the Monitor will be relying exclusively on the basis of the Conditions Certificates and without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.

Monitor’s Certificate. When the conditions to Closing set out in Section 8.1 7.1 and Section 8.27.2, have been satisfied and/or waived by the Vendor or the Purchaser, as applicable, the Vendor and the Purchaser will each deliver to the Monitor written confirmation (ai) that such conditions of Closing, as applicable, have been satisfied and/or waived, ; and (bii) of the amounts of the Transfer Taxes required to be paid at Closing (if any are is payable) payable by the Purchaser on Closing (the “Conditions Certificates”). Upon receipt of payment in full of the Cash Purchase Price and Transfer Taxes payable by the Purchaser required to be paid at Closing (if any is payable) in the amounts set out in the Conditions Certificates ), and receipt of each of the Conditions Certificates, the Monitor shall (i) issue forthwith its Monitor’s Certificate concurrently to the Vendor and the Purchaser, at which time the Closing will be deemed to have occurred; and (ii) file as soon as practicable a copy of the Monitor’s Certificate with the Court (and shall provide a true copy of such filed certificate to the Vendor and the Purchaser). In the case of clauses (i) and (ii), above, the Monitor will be relying exclusively on the basis of the Conditions Certificates and without any obligation whatsoever to verify the satisfaction or waiver of the applicable conditions.