Directors’ Certificate definition

Directors’ Certificate means a certificate signed by two (2) directors of the Generator or one (1) director of the Generator in the presence of a witness who attests the signature, such directors or director (as applicable) having made, and confirmed in the certificate as having made, all due and careful enquiries in relation to the information set out in such certificate (or set out in the notice, or enclosures or appendices to the notice, which such certificate is accompanying) and certifying that such information is in all material respects true, complete, accurate and not misleading, in each case by reference to the facts and circumstances then existing, provided that where any such information is provided by a third party that is not a holding company or subsidiary of the Generator or a Representative of any such party or the Generator and is marked as such, the certification of the director or directors (as applicable) of that information shall only extend to the certification that that information is in all material respects true, complete, accurate and not misleading to the best of his or their knowledge and belief having made all due and careful enquiries;

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Directors’ Certificate means a certificate signed by two members of the Board of Directors.

Directors’ Certificate means a certificate of a managing director A and a managing director B of the Company. For the purposes of Section 10.05, a managing director A and a managing director B of the Company shall satisfy the requirements of Section 314(a)(4) of the Trust Indenture Act.

Examples of Directors’ Certificate in a sentence

Capacity Notice shall be accompanied by a Directors’ Certificate in relation to the information contained in, and enclosed with, the Final Installed Capacity Notice.
If any such withholding shall be required, then such Directors’ Certificate shall specify the amount, if any, required to be withheld on such payments to such Holders of Securities and the Company will pay to the Trustee or such Paying Agent or Paying Agents the Additional Amounts required by this Section.
The Company covenants to indemnify each of the Trustee and any Paying Agent for, and to hold each of them harmless against, any reasonable loss, liability or expense arising out of or in connection with actions taken or omitted by any of them in reliance on any Directors’ Certificate furnished pursuant to this Section, except to the extent that any such loss, liability or expense is due to its own negligence or bad faith.
In the case of any redemption of Securities (i) prior to the expiration of any restriction on such redemption provided in the terms of the Securities or elsewhere in this Indenture or (ii) pursuant to an election of the Company which is subject to a condition specified in the terms of the Securities, the Company shall furnish the Trustee with a Directors’ Certificate evidencing compliance with such restriction.
Notwithstanding the foregoing provisions of this Section 3.03, if all Securities are not to be originally issued at one time, it shall not be necessary to deliver the Directors’ Certificate and/or Order and Opinion of Counsel otherwise required pursuant to such provisions at or prior to the time of authentication of each Security if such documents are delivered at or prior to the authentication upon original issuance of the first Security to be issued.

More Definitions of Directors’ Certificate

Directors’ Certificate means a certificate given without personal liability save in the case of wilful default or fraud on the part of the signatory or signatories, signed by two (2) directors of the Generator (or, in the case of Schedule 1 (Conditions Precedent) and, if the context so requires, the relevant member of the NNB HoldCo Group, Ultimate Investor, Investor, Investor Super TopCo or Investor TopCo) or one (1) director of the Generator (or, in the case of Schedule 1 (Conditions Precedent) and, if the context so requires, the relevant member of the NNB HoldCo Group, Ultimate Investor, Investor, Investor Super TopCo or Investor TopCo) in the presence of a witness who attests the signature, such directors or director (as applicable) having made, and confirmed in the certificate as having made, all due and careful enquiries in relation to the matters set out in such certificate (or set out in the notice, or enclosures or appendices to the notice, which such certificate is accompanying) and certifying that the relevant information, notices or reports contained in, enclosed with or accompanying the certificate, or any information, notices or reports to which the certificate relates, including Supporting Information, is in all material respects true, complete, accurate and not misleading, in each case by reference to the facts and circumstances then existing, provided that where any information, notice or report is provided by a third party that is not a member of the NNB HoldCo Group or a Representative of a member of the NNB HoldCo Group and is marked as such, the certification of the director or directors (as applicable) of such information, notice or report shall only extend to the certification that such information, notice or report is in all material respects true, complete, accurate and not misleading to the best of his or their knowledge and belief having made all due and careful enquiries;

Directors’ Certificate means a certificate signed by two directors (or equivalent) of the Generator;

Directors’ Certificate means a certificate in the form set out in Annexure A to Schedule 1 (Conditions Precedent);

Directors’ Certificate means a certificate in the form appended in Schedule 14.

Directors’ Certificate means, in respect of a company, a certificate delivered by a director of such company;

Directors’ Certificate means a certificate addressed to the Trustee, signed on behalf of the Issuer or the relevant Guarantor (as the case may be) (but without personal liability) by two directors of the Issuer or the relevant Guarantor (as applicable) or any one director and the secretary of the Issuer or the relevant Guarantor (as applicable). "Excluded Financial Indebtedness" means Financial Indebtedness of any Excluded Subsidiary which is not also Financial Indebtedness of a member of the Group which is not an Excluded Subsidiary. A report by two directors of BCL or by a director and the secretary of BCL whether or not addressed to the Trustee that in their opinion Financial Indebtedness is or is not or was or was not at any particular time or throughout any specified period Excluded Financial Indebtedness may be relied upon by the

Directors’ Certificate means a certificate in the form set out in Part A of Annex 9 (Pro forma notices) signed by two (2) directors of the Generator or one (1) director of the Generator in the presence of a witness who attests the signature, such directors or director (as applicable) having made, and confirmed in the certificate as having made, all due and careful enquiries in relation to the matters set out in, or enclosed with or appended to, such certificate;