Seller Officers’ Certificate. Purchaser shall have received at the Closing a certificate dated as of the Closing Date and executed by the Chief Executive Officer, the Chief Financial Officer, the President or any Executive Vice President or Senior Vice President of Seller to the effect that each of the conditions specified above in Sections 9.1(c) and (d) are satisfied in all respects.
Seller Officers’ Certificate. Buyer shall have received a certificate dated as of each Conversion Date and executed by a duly authorized officer of Seller to the effect that each of the conditions specified above in clauses (b), and (c) of this Section 10.1 are satisfied in all material respects;
Seller Officers’ Certificate. A certificate, dated the Closing Date, signed by an authorized officer of Seller and attaching certified copies of the current Organizational Documents of Seller and resolutions of the governing body of Seller authorizing Seller to consummate the Transactions;
Seller Officers’ Certificate. Purchaser shall have received from Seller a certificate, dated as of the Closing Date and signed by Seller’s chief executive officer or chief financial officer, certifying to the effect that the conditions set forth in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied.
Seller Officers’ Certificate. The Administrative Agent will have received a certificate of an officer of the Seller attesting to:
(a) the resolution of the directors of the Seller authorizing this Agreement and the execution by the Seller of the Sale Documents to be executed by the Seller;
(b) the names and specimen signatures of the officers of the Seller authorized to execute the Sale Documents to be executed by the Seller; and
(c) the completeness and correctness of the articles of incorporation and by-laws of the Seller attached thereto.
Seller Officers’ Certificate. Seller shall have delivered to Purchaser a certificate executed by an authorized officer of Seller (the “Seller Officer’s Certificate”) and containing representations and warranties of Seller to the effect that each of the conditions set forth in Section 8.2(a) (with respect to the representations and warranties Seller), Section 8.2(b) (with respect to the covenants required to be performed by Seller), Section 8.2(c) and Section 8.2(d) has been duly satisfied.
Seller Officers’ Certificate. Xxxxx shall have received a certificate signed by an authorized officer of Seller, dated as of the Closing Date, with respect to the matters set forth in the foregoing clauses (a), (b) and (c) (such certificate, the “Seller Officer’s Certificate”).
Seller Officers’ Certificate. Bxxxx shall have received at the Closing a certificate dated as of the Closing Date and executed by the Chief Executive Officer, the President or the Chief Financial Officer of the Seller to the effect that each of the conditions specified above in Sections 8.2 (b) and (c) are satisfied in all respects.
Seller Officers’ Certificate. (i) At the Brokerage Closing, Seller shall deliver an officer's certificate, signed by the chief executive officer or president of Seller, certifying, to the best of such officer's knowledge after due inquiry, that (i) the Fundamental Representation is true, complete and correct in all respects (subject to any exceptions contained therein) as of the date when made and at and as of the Brokerage Closing Date, as though such Fundamental Representation was made at and as of the Brokerage Closing Date, except that such representation shall be true, complete and correct only as of the date referred to therein and (ii) all representations and warranties of Seller in this Agreement other than the Fundamental Representation are true, complete and correct in all respects, as of the date when made and at and as of the Brokerage Closing Date, as though such representations and warranties were made at and as of the Brokerage Closing Date, except that representations and warranties that by their terms speak as of the date of this Agreement or as of another specified date shall be true, complete and correct only as of such date;
(b) if the officer's certificate called for in subsection (a)(i) above discloses exceptions to the Fundamental Representation, and the matters disclosed in such exceptions could reasonably be expected to result in a reduction in aggregate revenues set forth on the Fundamental Schedule (the "Estimated Revenue Loss") in an aggregate amount:
(i) less than 10% of the aggregate revenues set forth on the Fundamental Schedule, then Buyer and Parent shall be entitled to make a Seller Claim for indemnification under Article X for the full amount determined in accordance with this Section 6.17(b)(i) and receive the expense reimbursement set forth in subsection (e) below;
(ii) equal to or greater than 10% of the aggregate revenues set forth on the Fundamental Schedule (such percentage, to the extent in excess of 10%, being referred to as the "Excess Percentage"), then (A) the principal amount of the Zero Coupon Note to be issued at the Brokerage Closing shall be reduced by an amount equal to the product of (x) the original outstanding principal amount of the Zero Coupon Note and (y) the Excess Percentage and (B) Buyer and Parent shall be entitled to make a Seller Claim for indemnification under Article X for the full amount in accordance with this Section 6.17(b)(ii) including the amount not reimbursed pursuant to the offset in this paragraph and receive t...
Seller Officers’ Certificate. (i) At each Applicable Closing, Seller shall deliver an officer's certificate, signed by the chief executive officer or president of Seller, certifying, to the best of such officer's knowledge after due inquiry, that all representations and warranties of Seller in this Agreement are true, complete and correct in all respects, as of the date when made and at and as of each Applicable Closing Date, as though such representations and warranties were made at and as of each Applicable Date, except that representations and warranties that by their terms speak as of the date of this Agreement or as of another specified date shall be true, complete and correct only as of such date.
