Common use of Company Officers’ Certificate Clause in Contracts

Company Officers’ Certificate. At the Closing Time, there shall not have occurred, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any Material Adverse Effect, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such officers’ knowledge, threatened by the Commission.

Company Officers’ Certificate. At the Closing TimeDate, there shall not have occurredbeen, since the date hereof or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus, any Material Adverse Effect and Effect, and, at the Closing Date, the Representatives shall have received a certificate certificate, signed on behalf of the Company by (i) the President or a Vice President Chief Executive Officer of the Company and of (ii) the chief financial Chief Financial Officer or chief accounting officer Chief Accounting Officer of the Company, dated as of the Closing TimeDate, to the effect that (iA) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any been no such Material Adverse Effect, (iiB) the representations and warranties of the Company in Section 1(a) and 1(c) hereof are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing TimeDate, (iiiC) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, Date under or pursuant to this Agreement and (ivD) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of such officers’ knowledgethe Company, are threatened by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have occurredbeen, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package, any Material Adverse Effect material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company and the Operating Partnership considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or a Vice President an executive officer of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any Material Adverse Effectbeen no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued is currently outstanding and no proceedings for that purpose have been instituted or are pending or, to the best of such officers’ their knowledge, threatened contemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have occurred, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect and the Representatives Representative shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any Material Adverse Effect, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such officers’ knowledge, threatened by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have occurred, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, any Material Adverse Effect and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any Material Adverse Effect, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such officers’ knowledge, threatened by the Commission.

Company Officers’ Certificate. At the Closing TimeDate, there shall not have occurredbeen, since the date hereof or since the respective dates as of which information is given in the Prospectus General Disclosure Package or the General Disclosure PackageProspectus, any Material Adverse Effect and Effect, and, at the Closing Date, the Representatives shall have received a certificate certificate, signed on behalf of the Company by (i) the President or a Vice President the Chief Executive Officer of the Company and of (ii) the chief financial Chief Financial Officer or chief accounting officer Chief Accounting Officer of the Company, dated as of the Closing TimeDate, to the effect that (iA) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any been no such Material Adverse Effect, (iiB) the representations and warranties of the Company in Section 1(a) and 1(c) hereof are true and correct at and as of the Closing Date with the same force and effect as though expressly made at and as of the Closing TimeDate, (iiiC) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, Date under or pursuant to this Agreement and (ivD) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of such officers’ knowledgethe Company, are threatened by the Commission.

Company Officers’ Certificate. At On the Closing Timedate of this Agreement, there shall not have occurredbeen, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageRegistration Statement, any Material Adverse Effect material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Agents shall have received a certificate of either the President principal financial officer or a Vice President of the Company and of the chief financial or chief accounting officer senior vice president of the Company, dated as of the Closing Timedate of this Agreement, to the effect that (iA) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any Material Adverse Effectbeen no such material adverse change, (iiB) the representations and warranties in Section 1(a) hereof of the Company herein contained are true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iiiC) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, date of such certificate and (ivD) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose or proceedings pursuant to Section 8A of the 1933 Act against the Company or related to the offering of the Notes have been instituted or are pending or, to the best of each such officers’ officer's knowledge, are threatened by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have occurredbeen, since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure PackageProspectus, any Material Adverse Effect material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) since the date hereof or since the respective dates as of which information is given in the Prospectus or the General Disclosure Package, there has not occurred any Material Adverse Effectbeen no such material adverse change, (ii) the representations and warranties in Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied by the Company hereunder at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such officers’ ' knowledge, are threatened by the Commission.