Common use of Manager’s Certificate Clause in Contracts

Manager’s Certificate. NET shall have been furnished with a certificate dated the Closing Date and signed by the Manager of TSI to the effect that: (a) the representations and warranties of TSI set forth in the Agreement and in all Exhibits, Schedules and other documents furnished in connection herewith are in all material respects true and correct as if made on the Effective Date; (b) TSI has performed all covenants, satisfied all conditions, and complied with all other terms and provisions of this Agreement to be performed, satisfied or complied with by it as of the Effective Date; (c) since such date and other than as previously disclosed to NET, TSI has not entered into any material transaction other than transactions which are usual and in the ordinary course if its business; and (d) no litigation, proceeding, investigation or inquiry is pending or, to the best knowledge of TSI, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the TSI Schedules, by or against TSI which might result in any material adverse change in any of the assets, properties, business or operations of TSI.