Bring Down Certificates Sample Clauses

Bring Down Certificates. Each Shareholder and the Company shall have delivered to Atmos a certificate, dated the Closing Date and executed in its name and on its behalf by a duly authorized representative, certifying as to the compliance by it with Sections 8.01 and 8.02.

Bring Down Certificates. A certificate of each Seller's President ----------------------- and each of the Stockholders, satisfactory in form and substance to the Acquisition Sub, attesting to the continuing truth as of the Payment Date of the representations and warranties made by them in this Agreement, and stating that they have performed and complied with all their covenants and obligations which were required to have been complied with or satisfied prior to the Payment Date;

Bring Down Certificates. A certificate, dated as of the Closing Date, executed by a duly authorized officer of each of Acquiror and Merger Sub, certifying, without personal liability, that the conditions set forth in Sections 8.2(a) and 8.2(b) are satisfied;

Bring Down Certificates. Seller shall have delivered to Buyer a certificate, dated the Closing Date, signed by Seller's President, certifying as to the fulfillment of the conditions specified in Sections8.1.1 and 8.

Bring Down Certificates. A bring down certificate of the Secretary or Assistant Secretary of each Borrower certifying that the declaration of trust, articles of incorporation, and bylaws, as applicable of such Borrower have not been modified in any respect from the copies previously provided to the Administrative Agent and the Lenders in connection with the Existing Credit Agreement;

Bring Down Certificates. Promptly following each date after the Commencement Date that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Shares) and upon any date specified in a Terms Agreement and any Resumption Date (each such Resumption Date and other such date referred to above, except as set forth in the proviso below, is collectively referred to as a “Bring-Down Delivery Date”), to furnish or cause to be furnished to the Manager Parties forthwith a certificate dated and delivered on such Bring-Down Date, in form satisfactory to the Manager Parties, to the effect that the statements contained in the certificate referred to in Section 6(g) hereof that was last furnished to the Manager Parties are true and correct as of such Bring-Down Delivery Date, as though made at and as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such Bring-Down Delivery Date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 6(g) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless either (i)(A) such Current Report on Form 8-K is filed at any time during which either a prospectus relating to the Shares is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 thereunder or through compliance with Rule 172 thereunder or any similar rule) or at any time from and including the date of a Terms Agreement through and including the applicable Direct Settlement Date and (B) the Manager Parties have reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K or (ii) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data that is considered “filed” under the Exchange Act (including, without limitation, any Filed Earnings Report or other Current Report on Form 8-K or part there...

Bring Down Certificates. Deep Dish shall have received a certificate of an executive officer of Thin Crust that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied.

Bring Down Certificates. You shall have received bring-down certificates from each of Maker, Licensee, Manager and Emmis New York with respect to all representations and warranties made by such entities under any of the Operative Documents and the Contribution Agreements, certifying to Holder that all such representations and warranties are true and correct as of the Funding Date.

Bring Down Certificates. The obligations of the Purchasers under this Agreement are subject to the satisfaction (or waiver by the Purchasers) of all representations and warranties of IHI contained herein or in any certificate or document delivered to the Purchasers pursuant hereto shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except as contemplated or permitted by this Agreement, and IHI shall deliver to the Purchasers a certificate dated the Closing Date, executed by an officer of IHI to the foregoing effect. The obligations of IHI under this Agreement are subject to the satisfaction (or waiver by IHI) at or prior to the Closing Date of all representations and warranties of the Purchasers contained herein or in any certificate or document delivered to IHI pursuant hereto shall be true and correct on and as of the Closing Date, with the same force and effect as though such representations and warranties had been made on and as of the Closing Date, except as contemplated or permitted by this Agreement, and the Purchasers shall deliver to IHI a certificate dated the Closing Date, signed by the Purchasers to the foregoing effect.