Trustee Certificate. Borrower shall provide Agent a certificate, satisfactory to Agent in all respects, stating that the Trustee has accepted all duties, obligations, liabilities, and responsibilities of that position and has agreed to act as such.
Trustee Certificate. A certified statement, in a form reasonably acceptable to Buyer, shall have been delivered to Buyer by the ESOP Trustee setting forth the ESOP Trustee’s determination that: (i) the consideration that Seller shall receive for the Shares sold to Buyer pursuant to this Agreement is not less than “adequate consideration” as that term is defined under Section 3(18)(B) of ERISA, (ii) the transactions contemplated by this Agreement, taken as a whole, are fair to the ESOP from a financial point of view, (iii) the transactions contemplated by this Agreement are prudent and in the interest of the participants and beneficiaries of the ESOP, and (iv) neither the Seller’s entry into this Agreement nor the consummation of the transactions contemplated hereby will constitute a non-exempt “prohibited transaction” under ERISA or the Code or result in the imposition of any tax under Section 4975 of the Code.
Trustee Certificate. The certificate of the Trustee dated as ------------------- of the Closing Date stating that the Trustee has (i) received from, and effected, the written directions of the ESOP participants and beneficiaries in a manner consistent with and in due compliance with all requirements of the ESOP Documents and ERISA, (ii) determined that following such directions is not contrary to the fiduciary provisions of ERISA, (iii) determined that the Merger is in the best interests of the ESOP and its participants and beneficiaries, and (iv) voted those shares of First Deposit Common Stock over which it has complete discretionary authority consistent with its fiduciary duties under ERISA.
Trustee Certificate. 5.12.5 Officers' Certificate; Opinion of Counsel to Parent and CS..................... 5.12.6
Trustee Certificate. Parent shall request the Trustee to deliver to CS on the Closing Date a certificate, in form and substance reasonably satisfactory to CS and its counsel, certifying that as of the Closing Date the Trustee has not received notice that a default has occurred under the Parent Indenture.
Trustee Certificate. The Syndication Agent shall have received ------------------- from the trustee of the ESOP Component a Trustee Certificate reasonably acceptable to the Syndication Agent.
Trustee Certificate. (a)(i) Xxxx-Controlled Earn Out Recipients
Trustee Certificate. The Trustee shall have delivered a trustee certificate reasonably acceptable to the Buyer dated as of the Closing Date that the Trustee has (i) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, subject to the terms and conditions set forth herein, and (ii) determined that the sale of the Company Securities is in the best interest of the ESOP Participants.
Trustee Certificate. The Representatives shall have received on each Closing Date a certificate of Wilmington Trust Company, as Guarantee, Property and Delaware Trustee.
