Purchaser’s Closing Certificate. The Purchaser shall deliver to the Company at Closing an officer's certificate of the Purchaser, solely in such capacity on the behalf of the Purchaser, certifying (i) as to the incumbency and signatures of the officers of the Purchaser and Merger Sub who execute this Agreement, (ii) as to the adoption of resolutions of the board of directors of the Purchaser and Merger Sub being correct, complete and in full force and effect on the Closing Date (though not necessarily dated as of the Closing Date), authorizing (A) the execution and delivery of this Agreement, and (B) the performance of the obligations of the Purchaser and Merger Sub hereunder, (iii) as to the Purchaser's and Merger Sub's bylaws and all amendments thereto being correct, complete and in full force and effect on the Closing Date and (iv) that the conditions to the Company's obligations to consummate the transactions contemplated by this Agreement set forth in Sections 8.1 and 8.2 with respect to the Purchaser and Merger Sub have been satisfied.
Purchaser’s Closing Certificate. Seller shall have received a certificate (the “Purchaser’s RFCIL Closing Certificate”) executed by an authorized officer of Purchaser, dated as of the RFCIL Closing Date, to the effect that the conditions set forth in Sections 7.2(a), (b) and (c) hereof have been satisfied.
Purchaser’s Closing Certificate. A certificate executed by Purchaser stating that the representations and warranties made by Purchaser in this Agreement are true in all material respects as of the Closing Date in the form attached hereto as Exhibit “N-1”.
Purchaser’s Closing Certificate. Seller shall have received a certificate of Purchaser dated as of the Closing Date confirming that all conditions set forth in this Article VI to be satisfied by Purchaser have been satisfied. In the event any of the foregoing conditions is not satisfied by Purchaser, or waived by Seller prior to Closing, Seller shall have the right to terminate this Agreement in accordance with the provisions of Section 10.
Purchaser’s Closing Certificate. Payment of the Purchase Price, except for the Escrow Amount, which shall be delivered as provided for in Section 2.2; and
Purchaser’s Closing Certificate an executed Escrow Agreement; and
Purchaser’s Closing Certificate. At the Closing, Purchaser shall deliver to Seller a certificate of an officer or other authorized signatory of Purchaser, dated the Closing Date, certifying as to (i) the incumbency of the officer (or officers) or other authorized signatory (or authorized signatories) of Purchaser and Purchaser GP executing the Transaction Documents to which Purchaser is a party and (ii) the attached copies of relevant extracts of Purchaser’s and Purchaser GP’s respective organizational documents and relevant extracts of resolutions adopted by Purchaser GP authorizing the execution and delivery of the Transaction Documents to which Purchaser is a party and the consummation by Purchaser of the transactions contemplated by such Transaction Documents.
Purchaser’s Closing Certificate. Purchaser shall have executed a closing certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser hereto ("Purchaser's Closing Certificate"), pursuant to which (i) Purchaser shall represent and warrant
Purchaser’s Closing Certificate. GEMINI GERMAN MAJORITY HOLDCO S.À X.X., a private limited liability company incorporated under the laws of Luxembourg (“Majority Purchaser”) and GEMINI GERMAN MINORITY HOLDCO S.À X.X., a private limited liability company incorporated under the laws of Luxembourg (“Minority Purchaser”; and together with the Majority Purchaser, “Purchaser”) hereby jointly and severally certify to XXXXX GLOBAL REIT PROPERTIES LP, a Delaware limited partnership (“Seller”), that all representations and warranties of Purchaser set forth in Article V of the that certain Membership Interest Purchase and Sale Agreement dated July 24, 2018, by and among Seller and Purchaser are true and correct in all material respects as of the Closing Date (as defined below). This certificate is given subject to the terms and conditions of, and is subject to the limitations set forth in, the Agreement, including Article IX and Section 10.12. Executed as of this ____ day of __________________, 2018 (the “Closing Date”).
Purchaser’s Closing Certificate. The Purchaser shall deliver a certificate to the Sellers in which it confirms (the "Purchasers Closing Certificate") that:
(i) the statements contained in Sections 8.01, 8.03, 8.04, 8.05, 8.06 and 8.09 are true and correct as of the Closing Date; and
(ii) the Purchaser has complied in all material respects with the obligations required to be complied with by the Purchaser prior to the Closing Date; except where in such cases that would not reasonably be expected to (i) materially impair the Sellers' rights hereunder or, (ii) have a Material Adverse Effect.
