Delivery of Officer’s Certificate. The Company shall have furnished or caused to be furnished to the Manager a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that:
Delivery of Officer’s Certificate. A Certificate signed by the president of Ready shall be delivered to IPC certifying that each of the warranties and representations made by Ready set forth in this Agreement are materially true and accurate as of the Closing Date and that no event or occurrence has transpired as of the Closing Date which has or will have a material adverse effect upon the business of IPC or Ready.
Delivery of Officer’s Certificate. The Agent and each of the Lenders shall have received an Officer’s Certificate dated as of the Restatement Date, in form and substance reasonably satisfactory to the Agent, in which the Borrower shall represent and warrant to the Lenders that the conditions precedent set forth in Sections 4.2 and 4.3 were satisfied at and as of the Restatement Date.
Delivery of Officer’s Certificate. On the Initial Delivery Date, the Company shall have furnished or caused to be furnished to the Manager, to the extent requested by the Manager and upon reasonable advance notice in connection with any offering of the Shares, a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that:
Delivery of Officer’s Certificate. At the Closing Date, each of the Company, IPO Corp. and Buyer has delivered a signed officer’s certificate certifying in addition to any certifications required under 4.2 or 4.3, as applicable, that:
Delivery of Officer’s Certificate. The Company shall have furnished or caused to be furnished to the Manager a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Registration Statement, the Prospectus and the Incorporated Documents, there has been no Material Adverse Effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement and the Prospectus. (d) Delivery of Accountants’ “Comfort” Letter. The Company shall have requested and caused the Accountants to have furnished to the Manager letters (which may refer to letters previously delivered to the Manager), dated as of such date, in form and substance satisfactory to the Manager, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted by the Commission thereunder and that they have performed a review of any unaudited interim financial information of the Company included or incorporated by reference in the Registration Statement and the Prospectus and provide customary “comfort” as to such review in form and substance satisfactory to the Manager. (e)
Delivery of Officer’s Certificate. Objections to ------------------------------------------------ Claims for Regular Damages. At the time of delivery of any Officer's Certificate -------------------------- to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.10 below). In the case of delivery of an Officer's Regular Damages Certificate, for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.5 unless the Escrow Agent shall have received written authorization from the Stockholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with those provisions of Section 10.4 and Section 10.5 relating to claims for Regular Damages, provided that no such delivery may be made if the Stockholders' Agents -------- shall object in a written statement to the claim made in the Officer's Regular Damages Certificate, and such statement shall have been delivered to the Escrow Agent and to Mpath prior to the expiration of such thirty (30) day period.
Delivery of Officer’s Certificate. As of the Execution Time and as of each Representation Date, unless waived, the Company shall have furnished or caused to be furnished to the Manager, to the extent requested by the Manager and upon reasonable advance notice in connection with any offering of the Shares, a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that:
Delivery of Officer’s Certificate. The Administrative --------------------------------- Agent shall have received from each Borrower, on the First Amendment Effective Date, a certificate, substantially in the form of Exhibit A hereof and dated as of the Amendment Effective Date, of an Authorized Officer of such Borrower certifying that both before and after giving effect to this First Amendment: (i) the representations and warranties set forth in Article VI of the Existing ---------- Credit Agreement shall be true and correct as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) no Default shall have then occurred and be continuing.
Delivery of Officer’s Certificate. If any of the Securities is convertible by the Holders into Common Stock, the Company shall deliver to the Trustee an Officers' Certificate to that effect stating (i) the fact that such Securities are so convertible, (ii) the date as of which the Securities are convertible, (iii) the reason why the Securities are convertible and (iv) the Conversion Rate at which the Securities are convertible. Unless and until a Trust Officer of the Trustee receives such Officers' Certificate, the Trustee may assume without inquiry that the Securities are not convertible. Whenever any fact set forth in an Officers' Certificate delivered pursuant to this Section 13.01 changes, the Company shall deliver to the Trustee a new Officers' Certificate setting forth the correct information. Unless and until a Trust Officer receives such a correcting Officers' Certificate, the Trustee may assume without inquiry that the last Officers' Certificate delivered to it remains in full force and effect and is correct is every respect.
