OPINION CERTIFICATE Sample Clauses

OPINION CERTIFICATE. June 22, 2011 I am the Treasurer of each of Xxxxxxxx & Struggles International, Inc., a Delaware corporation (“HSII”), Xxxxxxxx & Struggles, Inc., a Delaware corporation (“HSI”), Xxxxxxxx & Struggles Latin America, Inc., an Illinois corporation (“H&S Latin America”), Xxxxxxxx & Struggles Asia-Pacific, Ltd., an Illinois corporation (“H&S Asia-Pacific”), Xxxxxxxx & Struggles Espana, Inc., an Illinois corporation (“H&S Espana”), Xxxxxxxx & Struggles Hong Kong, Ltd., an Illinois corporation (“H&S Hong Kong”), and Xxxxxxxx & Struggles Australia, Ltd., an Illinois corporation (“H&S Australia” and, collectively, with HSII, HIS, H&S Latin America, H&S Asia-Pacific, H&S Espana and H&S Hong Kong, the “Loan Parties” and each, a “Loan Party”). I hereby certify on behalf of the Loan Parties as follows:
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OPINION CERTIFICATE. EXHIBIT F-1 ----------- AMENDMENT --------- THIS DOCUMENT is entered into as of _____________, 19__, between MATRIX FINANCIAL SERVICES CORPORATION, an Arizona corporation ("BORROWER"), the Lenders listed on the signature page below, and BANK ONE, TEXAS, N.A., as Agent (in that capacity "AGENT"). Borrower, Lenders, and Agent have entered into the Amended and Restated Loan Agreement (as renewed, extended, amended, or restated, the "LOAN AGREEMENT") dated as of January 31, 1997, providing for loans to Borrower both on a revolving and a term basis. Borrower, Lenders, and Agent have agreed, upon the following terms and conditions, to provide for, among other things, _______________________. Accordingly, for adequate and sufficient consideration, the parties agree as follows:
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OPINION CERTIFICATE. May 8, 2013 This certificate is being delivered in connection with the transactions contemplated by that certain Amendment dated as of May 8, 2013 (the “Amendment”), by and among The Potomac Edison Company, a Virginia and Maryland corporation (the “Company”), FirstEnergy Corp., The Cleveland Electric Illuminating Company, Metropolitan Edison Company, Ohio Edison Company, Pennsylvania Power Company, The Toledo Edison Company, Jersey Central Power & Light Company, Monongahela Power Company, Pennsylvania Electric Company, West Penn Power Company, the banks, financial institutions and other institutional lenders party thereto from time to time (the “Lenders”), and The Royal Bank of Scotland plc, as administrative agent for the Lenders, the fronting banks party thereto and the swing line lenders party thereto. The undersigned hereby certifies to Hunton & Xxxxxxxx LLP in connection with the legal opinions to be rendered by it with respect to the Amendment and the transactions contemplated thereby as follows:
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Related to OPINION CERTIFICATE

  • Representation Certificate The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).

  • Allocation Certificate At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a certificate (the “Allocation Certificate”) signed by the Chief Financial Officer of the Company, setting forth and certifying on behalf of the Company that the following are good faith estimates of the Company:

  • TERMINATION CERTIFICATE This is to certify that I have returned all personal property of AutoChina International Limited (the "Company") and the Relevant Parties, including, without limitation, all books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, electronic data recorded or retrieved by any means, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing. I further certify that I have reviewed the Executive Employment Agreement (the "Agreement") signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any Inventions or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement; (ii) the preservation as confidential of all Proprietary Information pertaining to the Company and the Relevant Parties; (iii) not participating in any business competitive with the business of the Company; (iv) not acting as the legal representative or an executive officer of any other company within and outside the People’s Republic of China, and (v) the reporting of any remuneration paid to me due to any employment or self-employment during the severance period, if any. This certificate in no way limits my responsibilities or the Company's rights under the Agreement. On termination of my employment with the Company, I will be employed by [name of new employer] in the [division name] division and I will be working in connection with the following projects: [generally describe the projects] Date: Print Executive's Name Executive's Signature EXHIBIT C LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP Title Date Identifying Number or Brief Description No inventions or improvements Additional Sheets Attached Signature of Executive: Printed Name of Executive: Date:

  • Financial Condition Certificate The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of Exhibit P.

  • Opinion Letter It shall be the Company's responsibility to take all necessary actions and to bear all such costs to issue the Common Stock as provided herein, including the responsibility and cost for delivery of an opinion letter to the transfer agent, if so required. The person or entity in whose name the certificate of Common Stock is to be registered shall be treated as a shareholder of record on and after the conversion date. Upon surrender of any Debentures that are to be converted in part, the Company shall issue to the Holder a new Debenture equal to the unconverted amount, if so requested in writing by Holder.

  • Perfection Certificates Each Perfection Certificate delivered by any Grantor (whether delivered pursuant to Section 4.07(a) of this Agreement or pursuant to the Credit Agreement), and all information set forth therein, is true and correct in all respects, except to the extent that such Perfection Certificate has been supplemented or replaced in each case in accordance with this Agreement.

  • Perfection Certificate The Administrative Agent (or its counsel) shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

  • Opinion Letters The opinions required under Section 11.03(a) and Section 11.03(f) of the Agreement in connection with this Amendment are attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.

  • Financial Condition Certificates Agent shall have received an executed Financial Condition Certificate in the form of Exhibit 8.1(k).

  • Bring-Down Certificate Buyer will have received a certificate executed by Seller confirming (a) the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing Date in accordance with Section 8.1 and (b) the performance of and compliance with its covenants and obligations to be performed or complied with at or prior to the Closing in accordance with Section 8.2.

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