Omnibus Certificate Sample Clauses

Omnibus Certificate. The Agent shall have received an Omnibus ------------------- Certificate of each Borrower and each corporate or limited liability company Guarantor, dated the date of such borrowing, stating that (i) the Organic Documents and Incumbency Certificate of such Borrower or Guarantor delivered to the Agent on the Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments not previously delivered to the Agent), (ii) the copies of the Material Contracts delivered to the Agent on the Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments not previously delivered to the Agent) and such Material Contracts, together with the contracts and agreements delivered on the Closing Date, constitute all contracts and agreements -52- delivered on the Closing Date, constitute all contracts and agreements material to the financial condition or operation of each Borrower and each Subsidiary and (iii) no change in such Borrower's financial condition or otherwise has occurred which would make any financial certificate delivered to the Agent in connection with the Closing Date incorrect or misleading.
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Omnibus Certificate. The Corporation will have delivered to the Lender copies of each of the following in form and substance satisfactory to the Lender and certified by the Secretary of the Corporation to be in full force and effect on the date of the Closing: (a) the certificate of incorporation (or other formation documents as applicable) of the Corporation and each Subsidiary certified by the jurisdiction of formation as of a date not earlier than May 21, 2001; (b) good standing certificates with respect to the Corporation and each Subsidiary certified by the jurisdiction of formation as of a date not more than twenty-one (21) days prior to the Closing; (c) good standing certificates with respect to the Corporation and each Subsidiary certified by the jurisdictions in which the conduct of their businesses require them to be in good standing, in each case as of a date not more than twenty-one (21) days prior to the Closing; (d) the bylaws (or equivalent documents) of the Corporation and each Subsidiary; and (e) resolutions of the Board and each Subsidiary authorizing the (i) the execution, delivery and performance of this Agreement, the CEC Note, the Warrants and the Related Agreements, and (ii) the transactions contemplated thereby including the issuance and sale of the CEC Note, the Warrants and the Warrant Shares to the Lender.
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Omnibus Certificate. The Agent shall have received an Omnibus ------------------- Certificate of the Borrower and each Guarantor, dated the date of such borrowing, stating that (i) the Organic Documents and Incumbency Certificate of the Borrower or Guarantor delivered to the Agent on the Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments not previously delivered to the Agent), (ii) the copies of the Material Contracts delivered to the Agent on the Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments not previously delivered to the Agent) and such Material Contracts constitute all Material Contracts (or, if additional Material Contracts have been entered into, attaching copies of such contracts) and (iii) no change in the Borrower's financial condition or otherwise has occurred which would make any financial certificate delivered to the Agent in connection with the Closing Date incorrect or misleading.
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Omnibus Certificate. An Omnibus Certificate of the Secretary and of the Chairman of the Board or President of Borrower of even date with this 58704 08037 CORP 122530 2 Amendment, which shall contain the names and signatures of the officers authorized to execute this Amendment and which shall certify to the truth, correctness and completeness of: (i) all of the exhibits attached to that certain Omnibus Certificate dated as of December 20, 1994, made by such officers of Borrower, and (ii) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment.
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Omnibus Certificate. Lender shall have received a certificate, signed by the chief executive officer of the USMX, in the form attached hereto as Attachment 1.
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Omnibus Certificate. Lender shall have received a certificate, signed by the chief executive officer of the Borrower, in the form attached hereto as Attachment 1.
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Omnibus Certificate. The Administrative Agent shall have received an Omnibus Certificate of each Loan Party, with an executed counterpart for each Lender, dated the Second Closing Date, stating that (i) the certificate of incorporation and by-laws, or partnership agreement, as the case may be, of such Loan Party, its resolutions or partnership authorization, as the case may be, and its incumbency certificate in each case delivered to the Administrative Agent on the Initial Closing Date remain true and correct and in full force and effect with no amendments thereto (or, if amended, attaching copies of such amendments), (ii) the copies of the Material Agreements, the other contracts referred to in Schedule D to the Security Agreement and each of the Guarantor Security Agreements and the Indentures pursuant to which the Junior Subordinated Notes were issued on the Initial Closing Date remain true and correct and in full force and effect with no amendments thereto (other than Material Agreements which cease to be included in the definition of "Material Agreements" on the Second Closing Date) and such Material Agreements constitute all Material Agreements of such Loan Party, (iii) no change has occurred with respect to the insurance program of such Loan Party since information with respect thereto was delivered to the Administrative Agent in connection with the Initial Closing Date and (iv) no change in such Loan Party's financial condition or otherwise has occurred which would make any financial certificate delivered to the Administrative Agent in connection with the Initial Closing Date incorrect or misleading.
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Omnibus Certificate. An Omnibus Certificate of the Secretary and of the Chairman of the Board or President of Borrower of even date with this Amendment, which shall contain the names and signatures of the officers authorized to execute this Amendment and which shall certify to the truth, correctness and completeness of: (i) all of the exhibits attached to that certain Omnibus Certificate dated as of December 20, 1994, made by such officers of Borrower, and (ii) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Amendment is entered into, authorizing the execution of this Amendment.
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Related to Omnibus Certificate

  • Annual Certificate The Custodian shall have received the initial or annual certificate, as the case may be, required by Article 13 hereof; 6)

  • Representation Dates; Certificate On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”); the Company shall furnish Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m) within three (3) Trading Days of any Representation Date if requested by Xxxxx. The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Xxxxx with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Xxxxx sells any Placement Shares, the Company shall provide Xxxxx with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

  • Certificate of Beneficial Ownership The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

  • CFO Certificate On the Closing Date and/or the Option Closing Date, the Representative shall have received a written certificate executed by the Chief Financial Officer of the Company, dated as of such date, on behalf of the Company, with respect to certain financial data contained in the Registration Statement, Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Underwriters.

  • CUSTODIAN’S CERTIFICATE State Street Bank and Trust Company, as custodian for the Acquired Fund (the “Custodian”), shall deliver at the Closing a certificate of an authorized officer stating that: (a) the Acquired Fund’s portfolio securities, cash, and any other assets have been delivered in proper form to the Acquiring Fund on the Closing Date; and (b) all necessary taxes including all applicable federal and state stock transfer stamps, if any, shall have been paid, or provision for payment shall have been made, in conjunction with the delivery of portfolio securities by the Acquired Fund.

  • Secretary’s Certificate At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Officers’ Certificate and Opinion of Counsel Given to Purchase Contract Agent The Purchase Contract Agent, subject to Sections 7.01 and 7.03, shall receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance, and any such assumption, complies with the provisions of this Article and that all conditions precedent to the consummation of any such merger, consolidation, share exchange, sale, assignment, transfer, lease or conveyance have been met.

  • Non-Book Entry Certificate to Global Certificate If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.

  • Representation Dates; Certificates On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and:

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