Officer's and Other Certificates Sample Clauses

Officer's and Other Certificates. The Company shall have -------------------------------- delivered to each Investor the following: (a) an officer's certificate, dated the Closing Date, stating that the conditions specified in Sections 7.1, 7.2, 7.5, 7.7, 7.10 and 7.11 have been satisfied; (b) incumbency certificates for the officers of the Company executing this Agreement or any documents delivered in connection with this Agreement; (c) copies of the resolutions adopted by the Company's Board of Directors and the shareholders of the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, including the Certificate of Amendment and Certificate of Designations, certified to by the Secretary of the Company as being in full force and effect on the Closing Date; (d) a certified copy of the Certificate of Incorporation of the Company as filed with the Secretary of State of Connecticut; (e) a certificate, dated as of a recent date, of the Secretary of State of Connecticut attesting as to the good standing of and the payment of taxes by the Company in such State; (f) a stock certificate registered in the name of such Investor representing the Preferred Shares purchased by such Investor on the Closing Date; (g) a certified copy of the Certificate of Designations, as filed with the Secretary of State of Connecticut; (h) a copy of the Company's By-laws, certified to by the Secretary of the Company as being in full force and effect on the Closing Date; (i) a certified copy of the Certificate of Amendment, as filed with the Secretary of State of Connecticut; and (j) such other certificates or documents as such Investor or its counsel may reasonably request relating to the transactions contemplated hereby.
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Officer's and Other Certificates. The Selling Stockholders shall, or caused the Company to, have delivered to Purchaser the following: (a) a certificate of each Selling Stockholder, stating that the conditions specified in Article VII applicable to such Selling Stockholder, has been fulfilled on or prior to the Closing Date; (b) an officer's certificate, dated the Closing Date, stating that the conditions specified in this Article VII applicable to the Company, have been fulfilled on or prior to the Closing Date; and (c) a certificate of the Company's secretary, certifying as true, accurate, and complete the Certificate of Incorporation and By-laws of the Company attached as Exhibit 7.11(b).
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Officer's and Other Certificates. The Selling Shareholders shall have delivered to SAI the following: (a) certificates of the each Selling Shareholder, dated as of the Escrow Closing Date and to be dated as of the Closing Date, respectively, stating that the conditions specified in Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.7, 7.8, 7.9, 7.10, 7.17 and 7.19 have been fulfilled at or prior to the Escrow Closing and the Closing, respectively; (b) certificates of the Company, executed on behalf of the Company by its President, dated as of the Escrow Closing Date and to be dated as of the Closing Date, respectively, stating that the conditions specified in Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.7, 7.8, 7.9, 7.10, 7.17 and 7.19 have been fulfilled at or prior to the Closing; (c) certificates of the Company's Secretary, dated as of the Escrow Closing Date and to be dated as of the Closing Date, respectively certifying that: (x) that attached thereto are true, accurate and complete copies of the Articles or Certificate of Incorporation and By-laws of the Company and each of its Subsidiaries, and all amendments thereto, and copies of the resolutions adopted by the Board of Directors and Shareholders approving the Merger and other transactions contemplated by this Agreement; and that (y) there have been no amendments or modifications to the attached Articles or Certificates of Incorporation since the date of such certificate and that the attached resolutions are in full force and effect on the date of such certificate and have not been superceded or modified in any manner whatsoever; and (d) incumbency certificates, in form and content, dated as of the Closing Date, satisfactory in form and content to SAI and its counsel.
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Officer's and Other Certificates. 29 SECTION 9.5. LEGAL ACTION. . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 9.6. AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . 30 SECTION 9.7. OPERATING BUDGET. . . . . . . . . . . . . . . . . . . . . 30 SECTION 9.8. PURCHASE AGREEMENTS . . . . . . . . . . . . . . . . . . . 31 SECTION 9.9. PROGRAM AGREEMENT . . . . . . . . . . . . . . . . . . . . 31
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Officer's and Other Certificates. The Company shall have delivered to the Investors the following: (a) copies of the resolutions adopted by the Company's Board of Directors and the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, certified by the Secretary of the Company as being in full force and effect on the Closing Date; (b) a certified copy of the Certificate of Incorporation of the Surviving Company, and the Certificate, each as filed or to be filed with the Secretary of State of Delaware; (c) a certificate, dated as of a recent date, of the Secretary of State of Delaware attesting as to the good standing of and the payment of taxes by the Surviving Company in such State; (d) a copy of the Surviving Company's By-laws, certified to by the Secretary of the Surviving Company as being in full force and effect on the Closing Date; (e) stock certificates representing the Preferred Shares and Common Shares purchased hereunder; and (f) such other certificates or documents as the Investors or their counsel may reasonably request relating to the transactions contemplated hereby.
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Officer's and Other Certificates. The Seller shall have delivered to the Purchaser the following: (a) an officer's certificate, dated the Closing Date, stating that the conditions specified in this Article VII have been fulfilled on or prior to the Closing Date; and (b) incumbency certificates for the officers of the Company executing this Agreement and any documents delivered in connection with this Agreement; (c) a certificate of the Company's Secretary, certifying as true, accurate, and complete the Articles of Incorporation and Bylaws of the Company attached as Exhibit A.
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Officer's and Other Certificates. The Company shall have delivered to the Placement Agent, as of the Closing Date, such certificates (including secretary’s certificate, officers’ certificate, state good standing certificate(s), and bank regulatory certificates) and documents as the Placement Agent may reasonably request, in form and substance reasonably satisfactory to the Placement Agent and their respective counsel.
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Related to Officer's and Other Certificates

  • Reports and Other Communications to Fund Shareholders The Manager shall assist in developing all general shareholder communications, including regular shareholder reports.

  • Stamp and other duties The Borrowers shall pay all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by any of the Creditors) imposed on or in connection with any of the Underlying Documents, the Security Documents or the Loan and shall indemnify the Creditors or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.

  • ACCOUNTING AND OTHER TERMS Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

  • Brokers and Other Advisors No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any of its Subsidiaries except for Persons, if any, whose fees and expenses shall be paid by Parent.

  • SEC and Other Reports promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;

  • Notices and Other Communications Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in Annex II hereto, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

  • Non-Reliance on Agent and Other Banks Each Bank expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation or warranty by the Agent to any Bank. Each Bank represents to the Agent that it has, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon the Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of the Company which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • Servicing and Other Compensation The Servicer, as compensation for its activities hereunder, shall be entitled to receive, on or prior to each Distribution Date, the amounts provided for as the Servicing Fee and as reimbursement for Nonrecoverable Advances, Servicing Advances and reimbursement for Advances, all as specified by Section 5.09. The amount of compensation or reimbursement provided for shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. Additional servicing compensation in the form of assumption fees, prepayment fees and late payment charges shall be retained by the Servicer, to the extent permitted by applicable law. The Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder (including the fees and expenses of the Trustee and any Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided in Sections 5.09 and 5.21.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

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