Common use of Other Documents and Certificates Clause in Contracts

Other Documents and Certificates. The Administrative Agent shall have received the following documents and certificates, each of which shall be dated the Closing Date and properly executed by an Authorized Officer of each applicable Credit Party or the Purchaser, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (a) a certificate of an Authorized Officer of the Borrower, certifying as to: (i) the satisfaction of the conditions set forth in Section 6.08, Section 6.09, Section 6.10, Section 6.14 and Section 6.19 hereof; (ii) the truth and correctness of Specified Acquisition Agreement Representations and the truth and correctness of the Specified Representations in all material respects as of the Closing Date (except that in the case of any Specified Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations and warranties shall be true and correct in all respects; and (iii) the receipt of all required approvals and consents of all Governmental Authorities and other third parties with respect to the consummation of the Transactions (if any) and the transactions contemplated by the Transaction Documents; (b) an assignment and assumption agreement, by and between Purchaser and Group, with respect to the Acquisition Agreement; (c) a notice of assignment by the Purchaser with respect to the Acquisition Agreement; and (d) a copy of the stock certificate of Grindr Inc. with certificate number CS-8.

Other Documents and Certificates. The Administrative Agent shall have received copies of the following documents and certificates, each of which shall be dated the Closing Date and properly duly executed by an Authorized Officer of each applicable Credit Party or the PurchaserLoan Party, in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel: (a) a certificate of an Authorized Officer of the Administrative Borrower, certifying as toto such items as reasonably requested by the Administrative Agent, including, without limitation, the following: (i) the satisfaction of the conditions set forth in Section 6.08Sections 5.09, Section 6.095.10, Section 6.10, Section 6.14 5.11(b) and Section 6.19 hereof5.14; (ii) the truth that attached thereto are true, correct and correctness of Specified Acquisition Agreement Representations and the truth and correctness of the Specified Representations in all material respects as complete copies of the Closing Date Acquisition Agreement and each other material agreement, document or instrument executed pursuant to, or delivered in connection with, such agreement, including each Joinder Agreement (except that as defined in the case of any Specified Closing Date Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may beAgreement); provided that to the extent that any of the Specified Representations are qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, such representations and warranties shall be true and correct in all respects; and; (iii) the receipt of all required consents and approvals and consents of all Governmental Authorities and other third parties with respect to the consummation execution, delivery and performance of the Transactions Loan Documents, copies of which shall be attached thereto and certified as being true and complete copies thereof; and (if anyiv) all Specified Representations and Specified Acquisition Agreement Representations are true and correct in all material respects on and as of the transactions contemplated by the Transaction Documents;Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. (b) an assignment a Perfection Certificate by, and assumption agreementin respect of, by and between Purchaser and Group, with respect to the Acquisition Agreementeach Loan Party; (c) a notice certificates of assignment by the Purchaser good standing with respect to each Loan Party (except any UK Loan Party or any German Loan Party), each dated as of a recent date prior to the Acquisition AgreementClosing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction of organization of such Loan Party, each of which certificates shall indicate that such Loan Party is in good standing in the applicable jurisdiction; and (d) a copy of reasonably detailed sources and uses statement and funds flow memorandum for the stock certificate of Grindr Inc. transactions in connection with certificate number CS-8this Agreement and the Transactions.