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. The Administrative Agent will have received a certificate of an officer of the Seller attesting to:
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. 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. (i) (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.
Seller Officers’ Certificate. Seller shall deliver a certificate or certificates of an officer or officers of Seller certifying (i) that the conditions set forth in Sections 8.01 and 8.02 have been satisfied as of the Closing Date, (ii) the names and signatures of the Representatives of Seller authorized to sign this Agreement and the other Transaction Agreements and (iii) the text of the resolutions adopted by Seller’s board of directors authorizing the execution, delivery and performance of this Agreement, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.
Seller Officers’ Certificate. Buyer shall have received from each Seller a certificate, dated as of the Closing Date, executed on behalf of such Seller by a duly authorized officer of such Seller, certifying that the conditions set forth in Section 5.1.1 and Section 5.1.2 have been satisfied.
Seller Officers’ Certificate. An authorized officer of Seller shall have executed and delivered to Buyer a certificate (i) as to Seller’s compliance with the conditions set forth in Section 6.3(a), Section 6.3(b), and Section 6.3(c) and (ii) (x) if Seller is aware of Seller’s breach of any covenant or obligation in this Agreement required to be performed before Closing, stating which covenant or obligation Seller has breached or, (y) if Seller is not aware of any such breach, so stating. Notwithstanding the failure of any one or more of the foregoing conditions in this Article VI, Buyer may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent any such condition fails to be satisfied, and Buyer nevertheless proceeds with the Closing, Buyer shall not be deemed to have waived any rights or remedies it may have against Seller or any of its Affiliates by reason of the failure of any such condition, including any right or remedy Buyer may have under Section 8.1(b) hereof. Buyer may not rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was caused by Buyer’s failure to use its commercially reasonable efforts to consummate the transactions contemplated by this Agreement, as required hereby.
