Guarantor’s Certificate Clause Samples
A Guarantor’s Certificate is a formal document issued by a guarantor to confirm their commitment to fulfill the obligations of a third party, typically in the context of a loan or contractual agreement. This certificate usually outlines the specific obligations being guaranteed, identifies the parties involved, and may include conditions or limitations of the guarantee. By providing this certificate, the guarantor offers assurance to the beneficiary that they will step in if the primary party defaults, thereby reducing the beneficiary’s risk and increasing confidence in the transaction.
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Guarantor’s Certificate. The Representatives shall have received on the Closing Date a certificate, dated the Closing Date, of the chairman, chief executive officer, chief financial officer or company secretary of RELX PLC stating that:
(i) The representations, warranties and agreements of the Guarantor in Section 1 hereof are true and correct as of the Closing Date; the Guarantor has complied with all of its agreements contained herein; and the conditions set forth in Sections 6(a) and 6(b) hereof have been fulfilled; and
(ii) They have carefully examined the Registration Statement, the Disclosure Package and the Final Prospectus and, in their opinion, (A) the Registration Statement, as of its effective date, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) each of the Disclosure Package and the Final Prospectus does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (C) since the date of the most recent financial statements included in the Disclosure Package and the Final Prospectus, there has not occurred any event required by the Act or by the Rules and Regulations, the Exchange Act or the rules and regulations promulgated under the Exchange Act to be set forth in an amended or supplemented prospectus which has not been so set forth, and (D) since the date of the most recent financial statements included or incorporated by reference in the Registration Statement (exclusive of any amendment or supplement to such Registration Statement filed after the Execution Time), there has been no material adverse effect on the condition (financial or otherwise), earnings, business or properties of the Combined Businesses taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
Guarantor’s Certificate. The Administrative Agent shall have received an Officer’s Certificate of each Guarantor, dated the Closing Date, to the effect that (i) any guaranteeing or similar limit binding on it will not be breached as a result of its guaranteeing Loans up to the total Loan Commitments and (ii) the copy of each document delivered by or on behalf of it pursuant to this Section 3.1 is a true, correct and complete copy of its original and except as delivered pursuant to Section 3.1(a), there are no agreements, side letters or other documents to which it is a party which have the effect of modifying or supplementing in any respect any of the respective rights or obligations of it under any of the Transaction Documents to which it is a party.
Guarantor’s Certificate dated as of , 2011, by Ashford Hospitality Limited Partnership (“Ashford”) and PRISA III REIT Operating LP (“PRISA III”) to CGLIC.
Guarantor’s Certificate. This Guarantor’s Certificate of ▇▇▇▇▇▇▇ DYNAMICS, INC., a Delaware corporation (“Guarantor”) is being delivered to AGNL BLIZZARD, L.L.C., a Delaware limited liability company (“Landlord”), in connection with a certain Guaranty Agreement (the “Guaranty”) of even date herewith given by Guarantor to Landlord.
Guarantor’s Certificate. The Lessor shall have received a Guarantor's Certificate, in substantially the form of EXHIBIT C, stating that (i) each representation and warranty of the Guarantor contained in each Operative Document to which it is a party is true and correct in all material respects on and as of the Closing Date; (ii) no Event of Default (as defined in the Guaranty) has occurred and is continuing; and (iii) each Operative Document to which the Guarantor is a party is in full force and effect with respect to it.
Guarantor’s Certificate. The Purchasers shall have received a certificate, dated the Closing Date, signed by the President and the Chief Financial Officer (or those of its general partner or managing member, as applicable) of each Guarantor certifying that the conditions in Sections 7(a), (e) and (h) above have been satisfied.