Purchaser’s Certificates. Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the City shall be deemed a representation and warranty by the Purchaser to such parties as to the statements made therein.
Purchaser’s Certificates. The Seller shall have been furnished with a certificate dated the Closing Date and signed by the Purchaser to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of such person, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement. Furthermore, the certificate shall represent, to the best knowledge of the Purchaser, that:
(a) This agreement has been duly approved by the Purchaser and has been duly executed and delivered in the name and on behalf of the Purchaser.
(b) Except as provided or permitted herein, there have been no material adverse changes in the Purchaser up to and including the date of the certificate;
(c) All material conditions required by this Agreement have been met, satisfied, or performed by the Purchaser;
(d) All authorizations, consents, approvals, registrations, and/or filings with any governmental body, agency, or court required in connection with the execution and delivery of this Agreement and related documents by the Purchaser have been obtained and are in full force and effect or, if not required to have been obtained will be in full force and effect by such time as may be required; and
(e) There is no material action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against the Purchaser wherein an unfavorable decision, ruling, or finding would have a material adverse affect on the financial condition of the Purchaser, for the transactions contemplated herein, or any material agreement or instrument by which the Purchaser is bound.
Purchaser’s Certificates. The Company shall have received a certificate from each Purchaser, dated the Closing Date, signed by a duly authorized representative of such Purchaser, certifying that the conditions specified in the foregoing Section 3.02(a) hereof have been fulfilled.
Purchaser’s Certificates. The Company shall have received a certificate from each Purchaser, dated the Closing Date, signed by a duly authorized representative of such Purchaser, certifying that (a) the representations and warranties contained in Articles VI and VII hereof and the other Basic Documents or otherwise made by such Purchaser in writing in connection with the transactions contemplated hereby were true and correct in all material respects when made and, except for representations expressly stated to have been made as of a specific date, are true and correct in all material respects on the Closing Date as if made on the Closing Date; and (b) such Purchaser has performed and complied with all covenants and agreements contained herein in all material respects and has received any and all consents, approvals or waivers necessary in order to complete the transactions required to be performed or complied with by it prior to or on the Closing Date.
Purchaser’s Certificates. 51 SECTION 10. TERMINATION, AMENDMENT AND XXXXXX................................................................. 52 10.1. Termination............................................................................... 52 10.2.
Purchaser’s Certificates. The Purchaser will furnish the Sellers with such certificates of its officers and others to evidence compliance with the conditions set forth in this Agreement as may be reasonably requested by the Seller, which shall include, but not be limited to a certificate executed by the Secretary or an Assistant Secretary of the Purchaser, certifying, as of the Closing Date, (A) a true and complete copy of the Organizational Documents of the Purchaser, including its certificate of incorporation or organization certified as of a recent date by the appropriate Secretary of State, (B) a true and complete copy of the resolutions of its manager, authorizing the execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby and (C) incumbency matters.
Purchaser’s Certificates. The Purchasers and CSR will furnish the Sellers with such certificates of its officers and others to evidence compliance with the conditions set forth in this Agreement as may be reasonably requested by the Sellers, which shall include,
Purchaser’s Certificates. The Company shall have received a certificate from the Purchasers, dated the Closing Date, signed by a duly authorized representative of the Purchasers, certifying that the conditions specified in the foregoing Sections 10.1 and 10.2 hereof have been fulfilled.
Purchaser’s Certificates. (i) A "Closing Certificate", executed by an officer of Purchaser, to the effect that (A) all of the representations, warranties and covenants made by Purchaser in this Agreement are true and correct in all material respects on the Closing Date with the same force and effect as though made on and as of the Closing Date, and (B) Purchaser has performed and complied in all material respects with all of its obligations under this Agreement which are to have been performed or complied with on or prior to the Closing Date.
(ii) A "Secretary's Certificate", executed by the Secretary or an Assistant Secretary of Purchaser, attaching a copy of the Articles of Incorporation and bylaws of Purchaser and a copy of the resolutions of Purchaser's Board of Directors approving the transactions contemplated in this Agreement, and the officer executing such certificate shall certify that, as of the Closing Date, such Articles of Incorporation, bylaws and resolutions are true, complete and correct, have not be altered or repealed and are in full force and effect.
Purchaser’s Certificates. Any certificate signed by an authorized officer or agent of the Purchaser and delivered to the Issuer shall be deemed a representation and warranty by Purchaser to such parties as to the statements made therein. 233761 3 Bond Purchase Agreement LCRA / Legacy Bank & Trust Co. / PG/PGN, LP
