Guarantor Officer’s Certificate Sample Clauses

Guarantor Officer’s Certificate. Each Guarantor shall have delivered to you a certificate of an authorized officer, dated the date of such Supplemental Closing certifying that the conditions set forth in Sections 4.1(b), 4.2(b) and 4.11 have been fulfilled.
Sample 1Sample 2Sample 3See All (23)
AutoNDA by SimpleDocs
Guarantor Officer’s Certificate. At Closing Time, the Representative(s) shall have received a certificate of either the Chairman, the President and Chief Executive Officer or the General Counsel and Secretary of the Guarantor and of either the chief financial officer, chief accounting officer or chief investment officer of the Guarantor, dated as of Closing Time, to the effect that, to the best of their knowledge and after reasonable investigation, (i) there has not been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Disclosure Package or the Prospectus, any material adverse change, or any development or event involving a prospective material adverse change, in the financial condition, business or results of operations of the Guarantor and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (ii) the representations and warranties of the Guarantor in Section 1(a) are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Guarantor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied 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, are pending or are threatened by the Commission.
Sample 1Sample 2Sample 3See All (19)
Guarantor Officer’s Certificate. Each other Guarantor shall have delivered to such Purchaser a certificate of an authorized officer, dated the date of the Closing, certifying as to the resolutions attached thereto and other legal proceedings relating to the authorization, execution and delivery of the applicable Affiliate Guaranty.
Sample 1Sample 2Sample 3See All (11)
Guarantor Officer’s Certificate. Each Guarantor (other than the Partnerships and Limited Liability Companies) shall have delivered to you an Officer's Certificate, dated the date of the Closing, certifying that the representations and warranties of such Guarantor contained in the Guaranty Agreement to which it is a party are true and correct at the time of the Closing.
Sample 1Sample 2
Guarantor Officer’s Certificate. Lender shall have received a certificate, dated the Effective Date, signed by the principal executive officer of Guarantor, to the effect that the signer of such certificate has carefully examined the Loan Documents and that:
Sample 1
Guarantor Officer’s Certificate. At each Closing Time, the Initial Purchasers shall have received a certificate of an executive officer of each Guarantor, dated as of such Closing Time, to the effect that (i) the representations and warranties of each such Guarantor contained in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of such Closing Time and (ii) each such Guarantor has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to such Closing Time.
Sample 1
Guarantor Officer’s Certificate. Without limiting the Lessee’s and Guarantor’s obligations contained in Section 10.11, during the Lease Term within 40 days after each quarterly period ending on each of December 31, March 31, June 30 and September 30 and within 75 days after the end of each fiscal year of the Guarantor on December 31 of each year, the Guarantor will deliver to the Owner Participant, the Lessor, the Indenture Trustee and each Loan Participant, an Officer’s Certificate of the Guarantor substantially in the form of Exhibit B hereto signed on behalf of the Guarantor by the Managing Member of the Guarantor to the effect that the signer has made, or caused to be made under its supervision a review of the relevant terms of the Lease and the other Operative Documents to which the Lessee and the Guarantor are a party and the signer does not have knowledge of the existence, as of the date of such certificate, of any condition or event which constitutes a Lease Default, Lease Event of Default, an Event of Loss or an event that, with notice or the passage of time or both, will constitute an Event of Loss, or if any such condition or event exists, specifying the nature thereof, the period of existence thereof and what action the Lessee or the Guarantor, as the case may be, has taken or proposes to take with respect thereto.
Sample 1
AutoNDA by SimpleDocs
Guarantor Officer’s Certificate. Each Guarantor shall have delivered to such Purchaser a certificate of an authorized officer, dated the date of such Supplemental Closing certifying that the conditions set forth in Sections 4.1(b), 4.2(b) and 4.11 have been fulfilled. STERIS CORPORATION NOTE PURCHASE AGREEMENT
Sample 1
Guarantor Officer’s Certificate. The Representative shall have received on and as of the Closing Date a certificate of an executive officer of the Guarantor who has specific knowledge of the Guarantor's financial matters and is satisfactory to the Representative (i) confirming that such officer has carefully reviewed the Offering Memorandum and, to the best knowledge of such officer, the representation set forth in Section 3(a) hereof is true and correct with respect to the Guarantor and (ii) to the effect set forth in paragraphs (a) through (c) above.
Sample 1

Related to Guarantor Officer’s Certificate

  • Manager Officers’ Certificate The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: the representations and warranties of the Manager in this Agreement are true and correct; the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred and is continuing or, if such a Default has occurred and is continuing, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) beginning with the fiscal quarter ending September 30, 2010, setting forth computations in reasonable detail satisfactory to the Administrative Agent and demonstrating compliance with the covenants contained in Section 6.09 and, concurrently with any delivery of financial statements under Section 5.01(a) above (beginning with the fiscal year ending December 31, 2011), setting forth Borrower’s calculation of Excess Cash Flow; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending December 31, 2010, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to financial or accounting matters has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

  • Officer’s Certificate of the Company The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

  • Annual Officer’s Certificate On or before July 31st of each year, beginning with July 31, 2002, the Servicer, at its own expense, will deliver to Xxxxxx Capital and the Master Servicer a Servicing Officer's certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers' supervision, and (ii) to the best of such officers' knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officer and the nature and status thereof including the steps being taken by the Servicer to remedy such default.

  • Officer’s Certificate Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

  • FORM OF OFFICER’S CERTIFICATE This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Amended and Restated Purchase Agreement dated as of _________, (“Purchase Agreement”), by and between POKERTEK, INC., a North Carolina corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

  • Reliance on Officer’s Certificate Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

  • 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:

  • Chief Financial Officer’s Certificate The Representatives shall have received on the date of this Agreement and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer of the Company in the form attached as Exhibit B hereto.

Time is Money Join Law Insider Premium to draft better contracts faster.