Common use of Officer’s Certificate Clause in Contracts

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

Appears in 190 contracts

Samples: Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (South Jersey Industries Inc), Initial Swap Agreement Terms (Sensient Technologies Corp)

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

Appears in 54 contracts

Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/), Note Purchase Agreement (Allegheny Energy Inc), Note Purchase Agreement (Ims Health Inc)

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

Appears in 40 contracts

Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Private Shelf Agreement (Graybar Electric Co Inc), Guaranty Agreement (Caseys General Stores Inc)

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

Appears in 29 contracts

Samples: Note Purchase Agreement _______________________________ (CHS Inc), Master Note Purchase Agreement (Cerner Corp /Mo/), Note Purchase Agreement

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

Appears in 24 contracts

Samples: Purchase Agreement (Nisource Inc/De), Note Purchase Agreement (Gallagher Arthur J & Co), Note and Guarantee Agreement (Kilroy Realty Corp)

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

Appears in 19 contracts

Samples: Note Purchase Agreement (Meredith Corp), Assumption Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Great Plains Energy Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatea certificate, dated the date as of the ClosingClosing Date and signed by the Chief Executive Officer of the Company, certifying representing that the conditions specified referred to in Sections 4.1, 4.2 Section 6.2(a) and 4.9 Section 6.2(b) hereof have been fulfilled.satisfied;

Appears in 18 contracts

Samples: Securities Purchase Agreement (PetroAlgae Inc.), Securities Purchase Agreement (PetroAlgae Inc.), Securities Purchase Agreement (PetroAlgae Inc.)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 have been fulfilled.

Appears in 17 contracts

Samples: Note Purchase Agreement (Agree Realty Corp), Note Purchase Agreement (Agree Realty Corp), Guaranty Agreement (Gallagher Arthur J & Co)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.

Appears in 11 contracts

Samples: Purchase Agreement (Atlantic City Electric Co), Agency Agreement (Kayne Anderson Energy Total Return Fund, Inc.), Note Purchase Agreement (Park National Corp /Oh/)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14B.1, 4.2 4B.2 and 4.9 4B.9 have been fulfilled.

Appears in 9 contracts

Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.

Appears in 9 contracts

Samples: Guaranty Agreement (Patterson Uti Energy Inc), Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (Piper Jaffray Companies)

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

Appears in 9 contracts

Samples: Bond Purchase Agreement (Delmarva Power & Light Co /De/), Subsidiary Guaranty Agreement (Laclede Gas Co), Purchase Agreement (Delmarva Power & Light Co /De/)

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

Appears in 8 contracts

Samples: Term Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Rohm & Haas Co)

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

Appears in 8 contracts

Samples: Patterson Companies (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.), Note Purchase Agreement (Ralcorp Holdings Inc /Mo)

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

Appears in 7 contracts

Samples: Hawaiian Electric and Subsidiaries (Hawaiian Electric Co Inc), Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Industries Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser (i) an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 Section 4 of this Agreement have been fulfilled, and (ii) copies of all certificates and opinions required to be delivered to the Trustee under the Indenture in connection with the issuance of the Bonds, in each case, dated the date of the Closing.

Appears in 7 contracts

Samples: Aqua America Inc, Essential Utilities, Inc., Essential Utilities, Inc.

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.7 have been fulfilled.

Appears in 6 contracts

Samples: Note Purchase Agreement (Cowen Inc.), Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)

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

Appears in 6 contracts

Samples: Grande Resources (El Paso Electric Co /Tx/), Note Purchase Agreement (Alliance Data Systems Corp), Master Note Purchase Agreement (Ultra Petroleum Corp)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the such Supplemental Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 4.11 have been fulfilled.

Appears in 6 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (Steris Corp)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.. (b)

Appears in 6 contracts

Samples: Subsidiaries and Ownership of Subsidiary (Ace Hardware Corp), Loan Agreement (Village Super Market Inc), Note Purchase Agreement (Schein Henry Inc)

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

Appears in 6 contracts

Samples: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 have been fulfilled.

Appears in 6 contracts

Samples: Note Purchase Agreement (Mid America Apartment Communities Inc), Paying Agent Agreement (Essex Property Trust Inc), Guaranty Agreement (Fuller H B Co)

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

Appears in 5 contracts

Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. If the Company shall have created, acquired or disposed of any Subsidiary or Subsidiaries during the period from the Execution Date through the Closing Date, then such Officer’s Certificate shall also certify, with respect to such Subsidiary or Subsidiaries, the information described in Section 5.4(a).

Appears in 5 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.9 and 4.9 4.10 have been fulfilled.

Appears in 5 contracts

Samples: Bond Purchase Agreement (Centerpoint Energy Inc), Bond Purchase Agreement (Empire District Electric Co), ______________ Note Purchase Agreement (Culp Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.

Appears in 5 contracts

Samples: Note Purchase Agreement (Westamerica Bancorporation), Note Purchase Agreement (Analysts International Corp), Note Purchase Agreement (Huntco Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled, in the form attached hereto as Exhibit 4.3(a).

Appears in 5 contracts

Samples: Private Shelf Agreement (Henry Schein Inc), Master Note Purchase Agreement (Henry Schein Inc), Private Shelf Agreement (Henry Schein Inc)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Note Purchase Agreement (Questar Gas Co), Note Purchase Agreement

Officer’s Certificate. The Each Principal Company shall have delivered to such Purchaser the Agent an Officer’s Certificate, dated the date as of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.

Appears in 4 contracts

Samples: Credit Agreement (Dialogic Inc.), Credit Agreement (Tennenbaum Capital Partners LLC), Credit Agreement (Dialogic Inc.)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (Lee Enterprises Inc), Guaranty Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (Ametek Inc/), Ametek (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Supplemental Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 4.11 have been fulfilled.

Appears in 4 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (Ugi Corp /Pa/), Purchase Agreement (Atlantic City Electric Co), Purchase Agreement (Potomac Electric Power Co)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (Hauser Inc), Purchase Agreement (Benesse Corp), Note Purchase Agreement (Harken Energy Corp)

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

Appears in 4 contracts

Samples: Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC)

Officer’s Certificate. The Company (i) Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.;

Appears in 4 contracts

Samples: Note Purchase Agreement (Colliers International Group Inc.), 2018 Note Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group Inc.)

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

Appears in 4 contracts

Samples: Intercreditor Agreement (United Stationers Inc), Master Note Purchase Agreement (United Stationers Inc), Master Note Purchase Agreement (Hunt J B Transport Services Inc)

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

Appears in 3 contracts

Samples: Note Purchase Agreement (Nestor Inc), Note Purchase Agreement (Wynn Resorts LTD), Note Purchase Agreement (Wynn Resorts LTD)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that (i) the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled, (ii) with respect to the Series A/B Closing only, the execution, delivery and performance of this Agreement are permitted under each Material Credit Facility, and (iii) and the issuance of the Notes hereunder are permitted under each Material Credit Facility.

Appears in 3 contracts

Samples: Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1§§4.01, 4.2 4.02 and 4.9 4.09 have been fulfilled.

Appears in 3 contracts

Samples: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.9 and 4.9 4.10 have been fulfilled.

Appears in 3 contracts

Samples: Note Purchase Agreement (Belden Inc), Note Purchase Agreement (Belden Inc), Note Purchase Agreement (Belden Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.9 and 4.9 4.14 have been fulfilled.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Crescent Capital BDC, Inc.), Master Note Purchase Agreement (Crescent Capital BDC, Inc.), New Mountain Guardian III BDC, L.L.C.

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

Appears in 3 contracts

Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date Closing Date and signed by an appropriate officer of the Closingeach Purchaser, certifying that the conditions specified set forth in Sections 4.1, 4.2 and 4.9 this Section 3.2 have been fulfilled.satisfied on and as of such date. 3.2.4

Appears in 3 contracts

Samples: Securities Purchase Agreement (Terfin International LTD), Securities Purchase Agreement (Three Cities Offshore Ii Cv), Securities Purchase Agreement (Three Cities Fund Ii Lp)

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

Appears in 3 contracts

Samples: Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.)

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

Appears in 3 contracts

Samples: Note Purchase Agreement (Efunds Corp), Intercreditor Agreement (Talx Corp), Note and Guarantee Agreement (Gtech Holdings Corp)

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

Appears in 3 contracts

Samples: Stepan Co, Stepan Co, Stepan Co

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingFunding Date, certifying that the conditions specified in Sections 4.15.1, 4.2 5.2 and 4.9 5.9 have been fulfilled.

Appears in 3 contracts

Samples: Note Purchase Agreement (Otter Tail Corp), Otter Tail Corp, Otter Tail Corp

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections Section 4.1, 4.2 Section 4.2, Section 4.9, Section 4.11 and 4.9 Section 4.14 have been fulfilled.

Appears in 3 contracts

Samples: Bond Purchase Agreement (CMS Energy Corp), Agreement (CMS Energy Corp), Bond Purchase Agreement (Consumers Energy Co)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.6 have been fulfilled.

Appears in 3 contracts

Samples: Note Purchase Agreement (Otter Tail Corp), Otter Tail Corp, Otter Tail Corp

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.11 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Flow International Corp), Note Purchase Agreement (Paxar Corp)

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

Appears in 2 contracts

Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Delmarva Power & Light Co /De/)

Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.. (c)

Appears in 2 contracts

Samples: Joinder Agreement (Physicians Realty Trust), Physicians Realty Trust

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 6.1.1 and 4.9 6.1.2 have been fulfilled.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Canargo Energy Corp), Waiver and Consent (Canargo Energy Corp)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (El Paso Electric Co /Tx/), Note Purchase Agreement (El Paso Electric Co /Tx/)

Officer’s Certificate. The Company shall have delivered to such Purchaser (i) an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 Section 4 of this Agreement have been fulfilled, and (ii) copies of all certificates and opinions required to be delivered to the Trustee under the Indenture in connection with the issuance of the Bonds under the Indenture, in each case, dated the date of the Closing.

Appears in 2 contracts

Samples: Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Luxottica Group Spa), Note Purchase Agreement (Luxottica Group Spa)

Officer’s Certificate. (i) The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 and 4.9 4.11 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (United Asset Management Corp), Note Purchase Agreement (United Asset Management Corp)

Officer’s Certificate. (1) The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing or Subsequent Closing, certifying that as appropriate, in substantially the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilledform attached as Exhibit 4.3(a)(1) hereto.

Appears in 2 contracts

Samples: Purchase Agreement (Xo Holdings Inc), Note Purchase Agreement (Icahn Carl C)

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

Appears in 2 contracts

Samples: Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co)

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Officer’s Certificate. The Company shall have delivered to such Initial Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.5 (if requested), 4.9, 4.11(b), 4.15, 4.20 and 4.9 4.24 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Conifer Holdings, Inc.), Note Purchase Agreement (Conifer Holdings, Inc.)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.

Appears in 2 contracts

Samples: Guaranty Agreement (Tampa Electric Co), Guaranty Agreement (Tampa Electric Co)

Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s CertificateCertificate (or a certificate from a person authorized by the board of directors (or equivalent governing body) of the Obligor to sign documents on behalf of the Obligor in connection with this Agreement), dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (UTi WORLDWIDE INC), Note Purchase Agreement (UTi WORLDWIDE INC)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date Closing Date and signed by a duly authorized officer of the ClosingPurchaser, certifying that the conditions specified set forth in Sections 4.1, 4.2 Section 4.2.2 are satisfied on and 4.9 have been fulfilledas of such date.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Zurich Insurance Co), Common Stock Purchase Agreement (Provident National Assurance Co Separate Account B)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the Execution Date certifying that the conditions specified in Section 4.1 have been fulfilled and shall have delivered to you an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.

Appears in 2 contracts

Samples: Uil Holdings Corp, Uil Holdings Corp

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

Appears in 2 contracts

Samples: Private Shelf Agreement (Wausau Paper Corp.), Note Agreement (Wausau Paper Corp.)

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

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s CertificateCertificate or Officer’s Certificates, dated the date of the such Closing, certifying that as to the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.following:

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (MGP Ingredients Inc), Note Purchase and Private Shelf Agreement (MGP Ingredients Inc)

Officer’s Certificate. (i) The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 4.10(a) have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Cameron Ashley Building Products Inc), Note Purchase Agreement (Woodhead Industries Inc)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Vectren Utility Holdings Inc), Subsidiary Guarantee Agreement (Waters Corp /De/)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections Section 4.1, 4.2 4.3, 4.4 and 4.9 4.8 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Oncor Electric Delivery Co LLC), Note Purchase Agreement (Oncor Electric Delivery Co LLC)

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

Appears in 2 contracts

Samples: Note Exchange Agreement (Mail Com Inc), Note Exchange Agreement (Mail Com Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that (i) the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilledfulfilled and (ii) the execution, delivery and performance of this Agreement and the issuance of the Notes hereunder are permitted under Section 6.6 of the Bank Agreement.

Appears in 2 contracts

Samples: Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.7 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)

Officer’s Certificate. The Company Each of the Transaction Entities shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 5.1 and 4.9 5.2 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Velocity Financial, Inc.), Note Purchase Agreement (Velocity Financial, Inc.)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.8 and 4.9 4.11 have been fulfilled.

Appears in 2 contracts

Samples: MCG Capital Corp, MCG Capital Corp

Officer’s Certificate. The Each Constituent Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.6 have been fulfilled.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Brandywine Realty Trust), Subsidiary Guaranty Agreement (Brandywine Operating Partnership Lp /Pa)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc), Note Purchase Agreement (Mondavi Robert Corp)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.11 and 4.9 4.12 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Subsidiary Guaranty Agreement (Alliance Resource Partners Lp)

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1SECTIONS 4.1(A), 4.2 4.2(A) and 4.9 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (St Joe Co), Subsidiary Guaranty Agreement (St Joe Co)

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Schulman a Inc), Note Purchase Agreement (Deltic Timber Corp)

Officer’s Certificate. The Company shall have delivered to such the Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.13.1, 4.2 3.2 and 4.9 3.7 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase Agreement (Golden State Water CO), Note Purchase Agreement (Southern California Water Co)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date as of the Closingsuch Closing Date, signed by a duly appointed officer of each Investor, certifying that the conditions specified in Sections 4.16.1, 4.2 6.2 and 4.9 6.4, hereof have been fulfilledfulfilled and to the receipt of all required approvals of this Agreement, the Transaction Documents to which the Investor is a party and the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement

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

Appears in 2 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Minerals Technologies Inc

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that (i) the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilledfulfilled and (ii) the Indenture attached thereto (together with all amendments and supplements thereto, but exclusive of property exhibits, recording information and the like) is a true copy and in full force and effect.

Appears in 2 contracts

Samples: Bond Purchase Agreement (Texas New Mexico Power Co), Bond Purchase Agreement (Public Service Co of New Mexico)

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

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Encore Wire Corp /De/), Note Purchase Agreement (Encore Wire Corp /De/)

Officer’s Certificate. The Company shall have delivered to such the Purchaser an Officer’s Certificate, 's Certificate dated the date of the Closing, Closing Date certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 this Section 5.1 have been fulfilled.. (d)

Appears in 2 contracts

Samples: Securities Purchase Agreement (American Skiing Co /Me), American Skiing Co /Me

Officer’s Certificate. (1) The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 and 4.9 have been fulfilled.

Appears in 2 contracts

Samples: Subsidiary Guaranty Agreement (Granite Construction Inc), Guaranty Agreement (Woodward Governor Co)

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

Appears in 2 contracts

Samples: Conifer Holdings, Inc., Conifer Holdings, Inc.

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

Appears in 2 contracts

Samples: Agreement (Real Industry, Inc.), Turning Point Brands, Inc.

Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.1.1 and 4.9 4.1.2 have been fulfilled.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (China Tel Group Inc), Convertible Note Purchase Agreement

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closingsuch Closing Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc), Master Shelf Agreement (Mdu Resources Group Inc)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s CertificateCertificate of the Company, dated the date of the Closingsuch Funding, certifying that the conditions specified in Sections 4.1, 4.2 (a) and 4.9 (b) have been fulfilled.

Appears in 1 contract

Samples: Note Purchase Agreement (Teekay Offshore Partners L.P.)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closingsuch Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. If the Company shall have created, acquired or disposed of any Subsidiary or Subsidiaries during the period from the Execution Date through such Closing Date, then such Officer’s Certificate shall also certify, with respect to such Subsidiary or Subsidiaries, the information described in Section 5.4(a).

Appears in 1 contract

Samples: Mettler Toledo International Inc/

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

Appears in 1 contract

Samples: Note Purchase Agreement (SmartStop Self Storage REIT, Inc.)

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

Appears in 1 contract

Samples: Note Purchase Agreement (American Assets Trust, Inc.)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.14.2(a), 4.2 4.2(b) and 4.9 4.2(h) have been fulfilled.

Appears in 1 contract

Samples: Note Purchase Agreement (Barings BDC, Inc.)

Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 Section 4.2, Section 4.9, the second sentence of Section 4.10 and 4.9 Section 4.16 have been fulfilled.

Appears in 1 contract

Samples: Bond Purchase Agreement (Westar Energy Inc /Ks)

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