Other Documents and Certificates. Administrative Agent shall have received the following documents and certificates, each of which shall be dated the ClosingThird Amendment Initial Funding Date and duly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to Administrative Agent:
(i) a certificate of an Authorized Officer of Parent, certifying as to such items as reasonably requested by Collateral Agent, including:
(A) the receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached thereto and certified as being true, complete and correct copies thereof,
(B) both before and after giving effect to the Transactions, including the borrowing of the Loans on the ClosingThird Amendment Initial Funding Date, (1) no Default or Event of Default shall have occurred, (2) no default, event of default or material breach under any Material Contract by Parent or its Subsidiaries shall have occurred and (3) each such Material Contract remains in full force and effect and no Credit Party or Subsidiary has received any notice of termination or non-renewal from the other party thereto, and
(C) the representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof);
(ii) (A) certificates of good standing or letter of status (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction, and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within a recent date prior to the ClosingThird Amendment Initial Funding Date, such certificates to be issued by the appropriate officer of the jurisdictions where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party is in goo...
Other Documents and Certificates. The Administrative Agent shall have received the following documents and certificates, each of which shall be dated the Closing Date and properly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) a certificate of an Authorized Officer of the Borrower, certifying as to such items as reasonably requested by the Administrative Agent, including without limitation:
(A) the consummation of the Transactions, all in accordance with Applicable Laws and the Transaction Documents;
(B) the receipt of all required approvals and consents of all Governmental Authorities and other third parties with respect to the consummation of the Transactions (if any) and the transactions contemplated by the Transaction Documents; and
(C) the names of each of the officers and directors of each Credit Party as of the Closing Date.
(ii) a Perfection Certificate of each Credit Party.
Other Documents and Certificates. The Administrative Agent shall have received the following documents and certificates, each of which shall be dated the Closing Date and properly executed by an Authorized Officer of each applicable Credit Party or the Purchaser, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(a) a certificate of an Authorized Officer of the Borrower, certifying as to:
(i) the satisfaction of the conditions set forth in Section 6.08, Section 6.09, Section 6.10, Section 6.14 and Section 6.19 hereof;
(ii) the truth and correctness of Specified Acquisition Agreement Representations and the truth and correctness of the Specified Representations in all material respects as of the Closing Date (except that in the case of any Specified Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations and warranties shall be true and correct in all respects; and
(iii) the receipt of all required approvals and consents of all Governmental Authorities and other third parties with respect to the consummation of the Transactions (if any) and the transactions contemplated by the Transaction Documents;
(b) an assignment and assumption agreement, by and between Purchaser and Group, with respect to the Acquisition Agreement;
(c) a notice of assignment by the Purchaser with respect to the Acquisition Agreement; and
(d) a copy of the stock certificate of Grindr Inc. with certificate number CS-8.
Other Documents and Certificates. All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the Indenture, the Supplemental Indenture, the Notes, the Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
Other Documents and Certificates. At the Closing Date and each Date of Delivery, if any, Underwriters' Counsel shall have been furnished with all such documents, certificates and opinions as Underwriters' Counsel may reasonably request and that are customary for transactions of a similar nature, and of which the Company has been notified in writing prior to the date hereof, in order to evidence the accuracy and completeness of any of the representations, warranties, certificates or other written statements of the Company provided to the Underwriters pursuant to this Agreement, the performance of any of the covenants of the Company, or the fulfillment of any of the conditions herein contained. All proceedings taken by the Company at or prior to the Closing Date or any Date of Delivery in connection with the authorization, issuance and sale of the Securities as contemplated by this Agreement, including, without limitation, the execution of this Agreement, shall be reasonably satisfactory in form and substance to the Underwriters and Underwriters' Counsel. In case any of the conditions specified above in this Section 5 shall not have been fulfilled, this Agreement may be terminated by you upon mailing or otherwise delivering written notice thereof to the Company. Any such termination shall be without liability of either party to the other party except as otherwise provided in Section 4(j) hereof and except for any liability under Section 6 hereof.
Other Documents and Certificates. The Administrative Agent shall have received copies of the following documents and certificates (which shall be originals or in electronic format), each of which shall be dated the Closing Date and duly executed by an Authorized Officer of each applicable Loan Party, in form and substance reasonably satisfactory to the Administrative Agent:
(a) a certificate of an Authorized Officer of the Borrower, certifying as to:
(i) the satisfaction of the conditions set forth in Section 5.18; and
(ii) that both before and after giving effect to Transactions, and the making of the Initial Term Loans on the Closing Date, no Default or Event of Default has occurred;
(b) a Perfection Certificate by, and in respect of, each Loan Party;
(c) certificates of good standing with respect to each Loan Party, each dated as of a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Loan Party, each of which certificates shall indicate that such Loan Party is in good standing in the applicable jurisdiction; and
(d) a calculation or other written statement describing in detail the proposed use of the proceeds of the Loans, including all transaction fees, costs and expenses incurred and estimated as of the Closing Date in connection with this Loan Agreement and the Transactions, whether or not actually paid in cash on the Closing Date.
Other Documents and Certificates. Buyer and Seller shall deliver, or -------------------------------- with respect to Seller cause the Company to deliver, certificates, agreements, permits, approvals and other documents reasonably requested by counsel for Buyer or Seller, as the case may be, to satisfy, or to evidence the satisfaction of, as the case may be, the conditions precedent to Closing set forth in Articles and .
Other Documents and Certificates. The Acquired Company and the Founding Stockholders shall deliver such other supporting documents and certificates as the Purchaser may reasonably request and as may be required pursuant to this Agreement;
Other Documents and Certificates. The Administrative Agent shall have received the following documents and certificates, each of which shall be dated the Closing Date and properly executed by an Authorized Officer of each applicable Credit Party, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(a) a certificate of an Authorized Officer of the Borrower, certifying as to:
(i) the satisfaction of the conditions set forth in Section 6.9, Section 6.10 and Section 6.11 hereof; and
(ii) the receipt of all required approvals and consents of all Governmental Authorities and other third parties with respect to the consummation of the Transactions (if any) and the transactions contemplated by the Transaction Documents.
Other Documents and Certificates. The Agents shall have received the certificates of good standing with respect to each Credit Party, each dated within a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction.
