Common use of Officer’s Certificate – Company Clause in Contracts

Officer’s Certificate – Company. The Underwriter shall have received a certificate, dated such Closing Date, of an executive officer of the Company in which such officer shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; subsequent to the respective dates of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate; and the condition in clause (j) below shall have been satisfied.

Appears in 5 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Builders FirstSource, Inc.)

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Officer’s Certificate – Company. The Underwriter Representatives shall have received a certificate, dated such Closing Date, of an executive officer of the Company in which such officer shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the such Closing Date; no stop order suspending the effectiveness of the any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; subsequent to the respective dates of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate; and the condition in clause (jk) below shall have been satisfied.

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

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Officer’s Certificate – Company. The Underwriter Underwriters shall have received a certificate, dated such Closing Date, of an executive officer of the Company in which such officer shall state that: the representations and warranties of the Company in this Agreement are true and correct; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; subsequent to the respective dates of the most recent financial statements in the General Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties or prospects of the Company and its subsidiaries taken as a whole except as set forth in the General Disclosure Package or as described in such certificate; and the condition in clause (j) below shall have been satisfied.

Appears in 2 contracts

Samples: Underwriting Agreement (Builders FirstSource, Inc.), Underwriting Agreement (Warburg Pincus Private Equity IX, L.P.)

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