Officers’, Secretary’s and Solvency Certificates Sample Clauses

Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the President and Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and Subsidiary Guarantors, on behalf of such Issuer or Subsidiary Guarantor, confirming the matters set forth in paragraphs (i), (iii), (iv), (v), (vii) and (xii) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the principal financial or accounting officer of the Company, on behalf of the Issuers and the Subsidiary Guarantors, stating that certain data identified by the Initial Purchaser and included in the Offering Circular has been reviewed by such persons and, to the best knowledge of such persons, subject to the risks and limitations described in the Preliminary Offering Circular and the Offering Circular, is true and accurate in all material respects and is based on or derived from sources which the Company believes to be reliable and accurate, which certificate shall be in form and substance satisfactory to counsel for the Initial Purchaser, (C) a certificate, dated the Closing Date, signed by the Secretary of each of the Issuers and Subsidiary Guarantors, certifying such matters as the Initial Purchaser may reasonably request, and (D) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Majestic Entities substantially in the form previously approved by the Initial Purchaser.
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Officers’, Secretary’s and Solvency Certificates. The Initial Purchasers shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Company Entities, on behalf of such Company Entity, (x) confirming the matters set forth in paragraphs (i), (ii), (iv), (v), (viii) and (xv) of this Section 9(a) and (y) to the effect that since the date as of which information is given in the Offering Circular (without giving effect to any amendment thereto or supplement thereto), there shall not have occurred any material adverse change in the properties, business, prospects, operations, earnings, assets, liabilities or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole, (B) a certificate, dated the Closing Date, signed by the Secretary of each of the Company Entities, certifying such matters as the Initial Purchasers may reasonably request, and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company Entities substantially in the form previously approved by the Initial Purchasers.
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Officers’, Secretary’s and Solvency Certificates. The Purchaser shall have received on the Closing Date: (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Issuers and the Subsidiary Guarantors, on behalf of the Issuers and the Subsidiary Guarantors, confirming the matters set forth in paragraphs (i), (ii), (iii) and (vi) of this Section 6(a), (B) a certificate, dated the Closing Date, signed by the Secretary or Secretaries of each of the Issuers and the Subsidiary Guarantors, certifying such matters as the Purchaser may reasonably request, and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Issuers and the Subsidiary Guarantors substantially in the form previously approved by the Purchaser.
Sample 1
Officers’, Secretary’s and Solvency Certificates. The Initial Purchaser shall have received on the Closing Date (A) certificates dated the Closing Date, signed by (1) the Chief Executive Officer, and (2) the principal financial or accounting officer of each of the Company and the Guarantors, on behalf of such entity, confirming the matters set forth in paragraphs (i), (ii), (iii), (iv), (v), and (xi) of this Section 9(a), (B) a certificate, dated the Closing Date, signed by the Secretary of each of the Company and the Guarantors certifying such matters as the Initial Purchaser may reasonably request, and (C) a certificate of solvency, dated the Closing Date, signed by the principal financial or accounting officer of the Company and the Guarantors certifying such matters as the Initial Purchaser may reasonably request.
Sample 1

Related to Officers’, Secretary’s and Solvency Certificates

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • Solvency Certificates a certificate from each of the Issuer and the Guarantor as to its solvency.

  • Secretary’s Certificate; Further Documentation Prior to the date of the first Placement Notice, the Company shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.

  • Secretary’s Certificate The Company shall have delivered to such Purchaser a certificate of its Secretary or Assistant Secretary, dated the date of the Closing, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational documents as then in effect.

  • Solvency Certificate The Administrative Agent shall have received a Solvency Certificate from the chief financial officer or treasurer of the Borrower.

  • Incumbency Certificates For each Credit Party, signature and incumbency certificates of the officers of each such Person executing any of the Loan Documents, certified as of the Closing Date by such Person's corporate secretary or an assistant secretary as being true, accurate, correct and complete.

  • Certificate of Financial Officer – Swap Agreements Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

  • Incumbency Certificate An incumbency certificate of the corporate secretary of each of Seller, certifying the names, true signatures and titles of the representatives duly authorized to request transactions hereunder and to execute the Program Agreements.

  • Incumbency Certificate; Authorized Signers The Agent shall have received from the Borrower and each Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from the Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of the Borrower and giving the name and specimen signature of each Authorized Officer who shall be authorized to make Loan Requests, Letter of Credit Requests and Conversion/Continuation Requests and to give notices and to take other action on behalf of the Borrower under the Loan Documents.

  • Chief Financial Officer’s Certificate The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B hereto.

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