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 193 contracts
Samples: Master Note Purchase Agreement (BlackRock Capital Investment Corp), Note Purchase Agreement, Guaranty Agreement (Sensient Technologies 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.
Appears in 54 contracts
Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/), Note Purchase Agreement (Allegheny Energy Inc), Note Purchase Agreement (Meredith 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 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 40 contracts
Samples: Note Purchase Agreement (T. Rowe Price OHA Select Private Credit Fund), Note Purchase Agreement (Kirby Corp), Supplemental Indenture (New Jersey Resources 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 29 contracts
Samples: Note Purchase Agreement, Master Note Purchase Agreement (Polaris Industries Inc/Mn), Master Note Purchase Agreement (Cerner Corp /Mo/)
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 25 contracts
Samples: Note Purchase Agreement, Master Note Purchase Agreement (Waste Connections, Inc.), Note and Guaranty Agreement (Oaktree Capital Group, LLC)
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: Assumption Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Mine Safety Appliances Co), 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 (Global Water Resources, Inc.), Pledge Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Agree Realty 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 4.8 have been fulfilled.
Appears in 11 contracts
Samples: Barings Capital Investment Corp, ServisFirst Bancshares, Inc., Purchase Agreement (Atlantic City Electric 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 4.10 have been fulfilled.
Appears in 9 contracts
Samples: Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (Barnes Group 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 4.14B.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 ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 9 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Piper Jaffray Companies), Term Credit Agreement (CorEnergy Infrastructure Trust, 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 have been fulfilled.. (b)
Appears in 9 contracts
Samples: Note Purchase Agreement (Ugi Corp /Pa/), Bond Purchase Agreement (Delmarva Power & Light Co /De/), Note Purchase Agreement (Eastgroup Properties Inc)
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 9 contracts
Samples: Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement
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: Agreement (Hawaiian Electric Co Inc), Hawaiian Electric and Subsidiaries (Hawaiian Electric Co Inc), 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: Essential Utilities, 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 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: Agree Realty Corp, Note Purchase Agreement (Mid America Apartment Communities Inc), Paying Agent Agreement (Essex Property 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 4.1, 4.2 and 4.9 have been fulfilled, in the form attached hereto as Exhibit 4.3(a).
Appears in 6 contracts
Samples: Master Note Purchase Agreement (Henry Schein Inc), Master Note Purchase Agreement, Master Note Purchase Agreement (Henry Schein Inc)
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 PLC)
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 (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Cowen 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 have been fulfilled.. (b)
Appears in 6 contracts
Samples: Subsidiaries and Ownership of Subsidiary (Ace Hardware Corp), Loan Agreement (Village Super Market Inc), Conformed Copy (Northwest Pipe Co)
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 (Energy West Inc), Master Note Purchase Agreement (Ultra Petroleum 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 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 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), efis.psc.mo.gov, efis.psc.mo.gov
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 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 (Huntco Inc), Note Purchase Agreement (Analysts International Corp)
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: 2018 Note Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group 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, 4.1 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 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 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 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 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 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: Purchase Agreement (Atlantic City Electric Co), Note Purchase Agreement (Ugi Corp /Pa/), 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 ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Guaranty Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Lee Enterprises 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 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 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 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 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: Agreement (CMS Energy Corp), Bond Purchase Agreement (Consumers Energy Co), Bond Purchase Agreement (CMS Energy Corp)
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 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 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 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 3 contracts
Samples: www.sec.gov, Conifer Holdings, Inc., Conifer Holdings, 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 (Wynn Resorts LTD), Note Purchase Agreement (Nestor Inc), Note Purchase Agreement (Wynn Resorts LTD)
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 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
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: Intercreditor Agreement (Talx Corp), Note and Guarantee Agreement (Gtech Holdings Corp), Note Purchase Agreement (Efunds 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§§4.01, 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 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: Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De), Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De)
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. 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 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 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. 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 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 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 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: Waiver and Consent (Canargo Energy Corp), Note and Warrant Purchase Agreement (Canargo Energy 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 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. (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: Guaranty Agreement (Woodward Governor Co), Subsidiary Guaranty Agreement (Granite Construction 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 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 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 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 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 (Provident National Assurance Co Separate Account B), Common Stock Purchase Agreement (Zurich Insurance Co)
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 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 '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 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 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)
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 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 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 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 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. (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. 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: Subsidiary Guarantee Agreement (Waters Corp /De/), Note Purchase Agreement (Vectren Utility Holdings Inc)
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 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 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 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: Subsidiary Guaranty Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Resource Partners Lp)
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 (Public Service Co of New Mexico), Bond Purchase Agreement (Texas New Mexico Power Co)
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 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. 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 (Southern California Water Co), Note Purchase Agreement (Golden State Water CO)
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 4.8 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Gas Natural Inc.), Note Purchase Agreement (John Bean Technologies CORP)
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. (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 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 Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilledfulfilled and specifying the amount of Tangible Net Worth that would have been required to be maintained by the Company pursuant to Section 9.10 as of March 31, 2016 as if this Agreement were in effect as of such date.
Appears in 1 contract
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 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 1 contract
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, received a certificate dated the date Closing Date and signed by an authorized officer of the Closingeach of Buyer, Intermediate and Merger Sub, certifying that the conditions specified in Sections 4.1, 4.2 7.3(a) and 4.9 7.3(b) have been fulfilledsatisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Associated Materials, 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 4.3 (as to the Company) and 4.9 4.16 (as to the Company) have been fulfilled.
Appears in 1 contract
Samples: Note Purchase Agreement (Zemex 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 4.14.2(a), 4.2 4.2(b) and 4.9 4.2(h) have been fulfilled.
Appears in 1 contract
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 4.13 have been fulfilledfulfilled in all material respects.
Appears in 1 contract
