Common use of Officer’s Certificates Clause in Contracts

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 535 contracts

Samples: Underwriting Agreement (Wisconsin Power & Light Co), Underwriting Agreement (Tyson Foods, Inc.), Underwriting Agreement (Inter & Co, Inc.)

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Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 175 contracts

Samples: Underwriting Agreement (Perspective Therapeutics, Inc.), Underwriting Agreement (Lucid Group, Inc.), Underwriting Agreement (Gauzy Ltd.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 169 contracts

Samples: Underwriting Agreement (Wisconsin Electric Power Co), Underwriting Agreement (Wec Energy Group, Inc.), Underwriting Agreement (Acumen Pharmaceuticals, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 81 contracts

Samples: Underwriting Agreement (Janux Therapeutics, Inc.), Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (PROOF Acquisition Corp I)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 62 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 61 contracts

Samples: Moonlake Immunotherapeutics (MoonLake Immunotherapeutics), Underwriting Agreement (Berkshire Hills Bancorp Inc), Underwriting Agreement (Fortegra Group, Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Underwriter or to counsel for the Underwriters Underwriter shall be deemed a representation and warranty by the Company to each the Underwriter as to the matters covered thereby.

Appears in 58 contracts

Samples: Underwriting Agreement (Axonics, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Origin Bancorp, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 57 contracts

Samples: Underwriting Agreement (Colony Bankcorp Inc), Underwriting Agreement (MDNA Life Sciences, Inc.), Underwriting Agreement (MDNA Life Sciences, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or Company, any of its subsidiaries the Subsidiaries, the Adviser or the Administrator delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company Company, such Subsidiary, the Adviser and/or the Administrator, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 52 contracts

Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives Representative or to its counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 52 contracts

Samples: Underwriting Agreement (Unusual Machines, Inc.), Underwriting Agreement (Unusual Machines, Inc.), Underwriting Agreement (La Rosa Holdings Corp.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholders as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder to the Underwriters as to the matters covered thereby.

Appears in 47 contracts

Samples: Underwriting Agreement (Arhaus, Inc.), Underwriting Agreement (Granite Ridge Resources, Inc.), Underwriting Agreement (Arhaus, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Stockholders as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby.

Appears in 44 contracts

Samples: Underwriting Agreement (Bowman Consulting Group Ltd.), Underwriting Agreement (Torrid Holdings Inc.), Underwriting Agreement (Quintana Energy Services Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries (including the Bank) and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and, if applicable, the Bank to each Underwriter as to the matters covered thereby.

Appears in 37 contracts

Samples: Underwriting Agreement (BNC Bancorp), Underwriting Agreement (Mackinac Financial Corp /Mi/), Underwriting Agreement (Mackinac Financial Corp /Mi/)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 36 contracts

Samples: Underwriting Agreement (United Community Banks Inc), Underwriting Agreement (Grupo Televisa, S.A.B.), Underwriting Agreement (Sibanye Gold LTD)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 32 contracts

Samples: Underwriting Agreement (Napco Security Technologies, Inc), Underwriting Agreement (Napco Security Technologies, Inc), Common Stock (DZS Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company Operating Partnership or any authorized representative of its subsidiaries the Company delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Notes shall be deemed a representation and warranty by such entity or person, as the Company case may be, to each Underwriter as to the matters covered therebythereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

Appears in 27 contracts

Samples: Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/), Underwriting Agreement (Simon Property Group L P /De/)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters Initial Purchasers shall be deemed a representation and warranty by the Company to each Underwriter Initial Purchaser as to the matters covered thereby.

Appears in 26 contracts

Samples: Purchase Agreement (Oil States International, Inc), Purchase Agreement (Medallia, Inc.), Purchase Agreement (Paratek Pharmaceuticals, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters in connection with the offering of the Underwritten Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

Appears in 24 contracts

Samples: Underwriting Agreement (Telephone & Data Systems Inc /De/), Underwriting Agreement (United States Cellular Corp), Terms Agreement (Wellpoint Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters Initial Purchasers shall be deemed a representation and warranty by the Company to each Underwriter Initial Purchaser as to the matters covered thereby.

Appears in 24 contracts

Samples: Purchase Agreement (Harmonic Inc), Purchase Agreement (Kbr, Inc.), Purchase Agreement (SYNAPTICS Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 24 contracts

Samples: Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oklahoma Gas & Electric Co)

Officer’s Certificates. Any certificate signed by any officer of the Company Transaction Entities or any of its their subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company Transaction Entities to each Underwriter as to the matters covered thereby.

Appears in 22 contracts

Samples: Underwriting Agreement (Hudson Pacific Properties, L.P.), Underwriting Agreement (American Healthcare REIT, Inc.), Underwriting Agreement (Hudson Pacific Properties, L.P.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholder as such and delivered to the Representatives or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by the Selling Shareholder to the Underwriters as to the matters covered thereby.

Appears in 21 contracts

Samples: Underwriting Agreement (Maxeon Solar Technologies, Ltd.), Underwriting Agreement (Convey Holding Parent, Inc.), Underwriting Agreement (Convey Holding Parent, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter Company, as to the matters covered thereby, to each Underwriter.

Appears in 19 contracts

Samples: Underwriting Agreement (Livent Corp.), Transcanada Pipelines LTD, Transcanada Pipelines LTD

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and the Operating Partnership to each Underwriter as to the matters covered thereby.

Appears in 17 contracts

Samples: Underwriting Agreement (STAG Industrial, Inc.), Underwriting Agreement (Physicians Realty Trust), Underwriting Agreement (Physicians Realty Trust)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company (and not by such officer in his or her personal capacity) to each Underwriter as to the matters covered thereby.

Appears in 16 contracts

Samples: Underwriting Agreement (Leaf Group Ltd.), Underwriting Agreement (Misonix Inc), Underwriting Agreement (Tandem Diabetes Care Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters in connection with the offer and sale of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 16 contracts

Samples: Purchase Agreement (Delmarva Power & Light Co /De/), Purchase Agreement (Potomac Electric Power Co), Purchase Agreement (Atlantic City Electric Co)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives Representative or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby, to each Underwriter.

Appears in 16 contracts

Samples: Underwriting Agreement (Sachem Capital Corp.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Sachem Capital Corp.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any Bank in connection with the offer and sale of its subsidiaries the Securities and delivered to the Representatives any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by the Company Bank to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 15 contracts

Samples: Underwriting Agreement (Westpac Banking Corp), Underwriting Agreement (Westpac Banking Corp), Underwriting Agreement (Westpac Banking Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative(s) or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 14 contracts

Samples: Underwriting Agreement (Ascent Capital Group, Inc.), Underwriting Agreement (MEI Pharma, Inc.), Underwriting Agreement (Arena Resources Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries subsidiaries, on behalf of the Company, delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 11 contracts

Samples: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries THL Entity and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company such THL Entity to each Underwriter as to the matters covered thereby.

Appears in 11 contracts

Samples: Underwriting Agreement (THL Credit, Inc.), Underwriting Agreement (THL Credit, Inc.), Purchase Agreement (THL Credit, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or such Subsidiary, as the case may be, to each Underwriter as to the matters covered thereby.

Appears in 11 contracts

Samples: Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.), Underwriting Agreement (Pyxis Tankers Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 11 contracts

Samples: Underwriting Agreement (Triangle Capital CORP), Underwriting Agreement (Triangle Capital CORP), Underwriting Agreement (Triangle Capital CORP)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Global Coordinator, the U.S. Representatives or to counsel for the U.S. Underwriters shall be deemed a representation and warranty by the Company to each U.S. Underwriter as to the matters covered thereby.

Appears in 11 contracts

Samples: Purchase Agreement (United Rentals Inc), Purchase Agreement (Metro-Goldwyn-Mayer Inc), Purchase Agreement (Federal Mogul Corp)

Officer’s Certificates. Any certificate signed by any officer of the Trust or the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter Trust or the Company, as applicable, as to the matters covered thereby, to each Underwriter.

Appears in 11 contracts

Samples: Letter Agreement (Transcanada Pipelines LTD), Transcanada Trust (TransCanada Trust), Transcanada Trust (TransCanada Trust)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, or any authorized representative of the Operating Partnership or any of its subsidiaries the Subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such person or entity, as the Company case may be, to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 10 contracts

Samples: Agreement (CBL & Associates Limited Partnership), Underwriting Agreement (CBL & Associates Limited Partnership), Underwriting Agreement (CBL & Associates Limited Partnership)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters in connection with the offering of the Underwritten Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 10 contracts

Samples: Terms Agreement (Suncor Energy Inc), Terms Agreement (Suncor Energy Inc), Underwriting Agreement (Darden Restaurants Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 10 contracts

Samples: Underwriting Agreement (MainStreet Bancshares, Inc.), Underwriting Agreement (Triumph Bancorp, Inc.), Underwriting Agreement (Triumph Bancorp, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company (and not by such officer in his or her personal capacity) to each Underwriter as to the matters covered thereby.

Appears in 10 contracts

Samples: Underwriting Agreement (ExOne Co), Underwriting Agreement (Aytu Biopharma, Inc), Underwriting Agreement (Graybug Vision, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 10 contracts

Samples: Underwriting Agreement (Maxeon Solar Technologies, Ltd.), Underwriting Agreement (Verrica Pharmaceuticals Inc.), Underwriting Agreement (Wisconsin Electric Power Co)

Officer’s Certificates. Any certificate signed by any officer of the Company or Company, any of its subsidiaries the Subsidiaries or the Adviser delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Adviser, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 9 contracts

Samples: Underwriting Agreement (Goldman Sachs BDC, Inc.), Underwriting Agreement (Bain Capital Specialty Finance, Inc.), Underwriting Agreement (Goldman Sachs BDC, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives Representative or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter and the Operating Partnership, as to the matters covered thereby, to each Underwriter.

Appears in 9 contracts

Samples: Underwriting Agreement (Innovative Industrial Properties Inc), Underwriting Agreement (Innovative Industrial Properties Inc), Underwriting Agreement (Innovative Industrial Properties Inc)

Officer’s Certificates. Any certificate signed by any duly authorized officer of the Company or any of its subsidiaries Company, in connection with the Offering, and delivered to the Representatives Representative or to counsel for the Underwriters ZAG/S&W shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 9 contracts

Samples: Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.), Underwriting Agreement (Selway Capital Acquisition Corp.)

Officer’s Certificates. Any certificate signed by any officer two officers of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company (and not by such officers of the Company in their personal capacity) to each Underwriter as to the matters covered thereby.

Appears in 9 contracts

Samples: Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries, as the case may be, delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or any of the Subsidiaries to each Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Underwriting Agreement (Quest Diagnostics Inc), Underwriting Agreement (Quest Diagnostics Inc), Underwriting Agreement (Quest Diagnostics Inc)

Officer’s Certificates. Any certificate signed by any officer or other representative of either of the Company Transaction Entities or any of its their respective subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by such Transaction Entity to each Underwriter as to the Company matters covered thereby. Any certificate signed by any officer or other representative of the Manager delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Manager to each Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Underwriter or to counsel for the Underwriters Underwriter shall be deemed a representation and warranty by the Company to each the Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Underwriting Agreement (Verrica Pharmaceuticals Inc.), Verrica Pharmaceuticals Inc., Underwriting Agreement (Mitek Systems Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives Representative or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter Company, as to the matters covered thereby, to each Underwriter.

Appears in 8 contracts

Samples: Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.), Underwriting Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries that is delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Purchase Agreement (American Financial Group Inc), Purchase Agreement (American Financial Group Inc), Purchase Agreement (American Financial Group Inc)

Officer’s Certificates. Any certificate signed by any officer of either of the Company or any of its subsidiaries Transaction Entities delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company such Transaction Entity to each Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Community Healthcare Trust Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries the Trust delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Trust, respectively, to each Underwriter as to the matters covered therebythereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

Appears in 8 contracts

Samples: Purchase Agreement (Colonial Capital Trust Iv), Underwriting Agreement (Chittenden Corp /Vt/), Purchase Agreement (VNB Capital Trust I)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters pursuant to this Agreement shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (1stdibs.com, Inc.), Underwriting Agreement (Quanta Services, Inc.)

Officer’s Certificates. Any certificate signed by any officer or other representative of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company Company, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 8 contracts

Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 7 contracts

Samples: Underwriting Agreement (Triumph Bancorp, Inc.), Underwriting Agreement (CNB Financial Corp/Pa), Underwriting Agreement (Triumph Bancorp, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries the Subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 7 contracts

Samples: Underwriting Agreement (North American Palladium LTD), Underwriting Agreement (FBL Financial Group Inc), Underwriting Agreement (American Equity Investment Life Holding Co)

Officer’s Certificates. Any certificate signed by any duly authorized officer of the Company or any of its subsidiaries and delivered to the Representatives Underwriters or to counsel for the Underwriters in connection with this offering shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 7 contracts

Samples: Underwriting Agreement (Toledo Edison Co), Underwriting Agreement (Cleveland Electric Illuminating Co), Underwriting Agreement (Cleveland Electric Illuminating Co)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries the Operating Partnership delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and the Operating Partnership to each Underwriter as to the matters covered thereby.

Appears in 7 contracts

Samples: Underwriting Agreement (Physicians Realty L.P.), Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, the Guarantor or any of its their subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Guarantor, as the case may be, to each Underwriter as to the matters covered thereby.

Appears in 7 contracts

Samples: Underwriting Agreement (CBS Corp), CBS Corp, Underwriting Agreement (CBS Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives Underwriter or to counsel for the Underwriters Underwriter shall be deemed a representation and warranty by the Company to each the Underwriter as to the matters covered thereby.

Appears in 7 contracts

Samples: Underwriting Agreement (Homology Medicines, Inc.), Underwriting Agreement (Biophytis SA), Underwriting Agreement (Cobiz Financial Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by the Company to each Underwriter (and not a representation or warranty by the signing officer in his or her individual capacity), as to the matters covered thereby., to each Underwriter;

Appears in 7 contracts

Samples: Pioneer Natural Resources Co, Lock Up Agreement (Pioneer Natural Resources Co), Underwriting Agreement (Pioneer Natural Resources Co)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives Underwriters or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered therebythereby on the date of such certificate.

Appears in 7 contracts

Samples: Underwriting Agreement (Travelcenters of America LLC), Underwriting Agreement (Travelcenters of America LLC), Underwriting Agreement (Hospitality Properties Trust)

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Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company (and not by such officer in his or her personal capacity) to each Underwriter as to the matters covered thereby.

Appears in 7 contracts

Samples: Underwriting Agreement (resTORbio, Inc.), Underwriting Agreement (resTORbio, Inc.), Underwriting Agreement (Genmab a/S)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters in connection with the offering of the Notes shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

Appears in 6 contracts

Samples: Underwriting Agreement (Elevance Health, Inc.), Underwriting Agreement (Elevance Health, Inc.), Underwriting Agreement (Anthem, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or Company, any of its subsidiaries the Subsidiaries, the Adviser or the Administrator delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company Company, such Subsidiary, the Adviser and or the Administrator, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp), Purchase Agreement (Ares Capital Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter (and not a representation or warranty by the signing officer in his or her individual capacity), as to the matters covered thereby., to each Underwriter;

Appears in 6 contracts

Samples: Pioneer Natural Resources Co, Pioneer Natural Resources Co, Pioneer Natural Resources Co

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Shares shall be deemed a representation and warranty by the Company to each Underwriter Company, as to the matters covered thereby, to each Underwriter.

Appears in 6 contracts

Samples: Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc), Underwriting Agreement (Preferred Apartment Communities Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries subsidiary and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 6 contracts

Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (CommonWealth REIT), Underwriting Agreement (Government Properties Income Trust)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries subsidiary and delivered to the Representatives Representative(s) or to counsel for the Underwriters in connection with the offering of the Underwritten Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby and not a personal representation and warranty by any such officer.

Appears in 6 contracts

Samples: Underwriting Agreement (Ambac Financial Group Inc), Underwriting Agreement (Ambac Financial Group Inc), Underwriting Agreement (Ambac Financial Group Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Underwriting Agreement (Fate Therapeutics Inc), Underwriting Agreement (Sunstone Hotel Investors, Inc.), Underwriting Agreement (Sunstone Hotel Investors, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters in connection with the offering of the Notes shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 6 contracts

Samples: Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc), Underwriting Agreement (Darden Restaurants Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries that is delivered to the Representatives Underwriter or to counsel for the Underwriters Underwriter pursuant to this Agreement shall be deemed a representation and warranty solely by the Company to each the Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Underwriting Agreement (Superior Energy Services Inc), Underwriting Agreement (Callon Petroleum Co), Underwriting Agreement (Superior Energy Services Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or the Selling Shareholder, respectively, or any of its subsidiaries their respective subsidiaries, delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Selling Shareholder, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Underwriting Agreement (National Australia Bank LTD), Underwriting Agreement (Great Western Bancorp, Inc.), Underwriting Agreement (National Australia Bank LTD)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each the Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (Oriental Financial Group Inc)

Officer’s Certificates. Any certificate signed by any officer or other representative of either of the Company Transaction Entities or any of its their respective subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company such Transaction Entity to each Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Four Springs Capital Trust)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty solely by the Company to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 6 contracts

Samples: Sales Agency Financing Agreement, Sales Agency Financing Agreement (Boston Properties Inc), Sales Agency Financing Agreement (Boston Properties Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries (including the Bank) or by any representative of the Selling Shareholder and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 6 contracts

Samples: Underwriting Agreement (Banner Corp), Underwriting Agreement (Seacoast Banking Corp of Florida), Underwriting Agreement (Mainsource Financial Group)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters in connection with the offering of the Underwritten Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebyset forth in such certificate as of the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto.

Appears in 5 contracts

Samples: Underwriting Agreement (Merrill Lynch Depositor Inc), Underwriting Agreement (Merrill Lynch & Co Inc), Underwriting Agreement (Merrill Lynch Depositor Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Texas Capital Bancshares Inc/Tx), Underwriting Agreement (Texas Capital Bancshares Inc/Tx), Underwriting Agreement (Texas Capital Bancshares Inc/Tx)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries the Trust delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Trust, respectively, to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Purchase Agreement (Potomac Electric Power Co), Purchase Agreement (Fleet Financial Group Inc), Purchase Agreement (Fleet Financial Group Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, the Parent or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company Company, the Parent or any of its subsidiaries, respectively, to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Panhandle Eastern Pipe Line Co Lp), Underwriting Agreement (Southern Union Co), Underwriting Agreement (Panhandle Eastern Pipe Line Co Lp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (First Busey Corp /Nv/), Purchase Agreement (Hawaiian Electric Co Inc), Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for to the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries the Manager delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Manager, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters in connection with the transactions contemplated hereby shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Purchase Agreement (Orix Corp), Purchase Agreement (Orix Corp), Purchase Agreement (Orix Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 5 contracts

Samples: Underwriting Agreement (Government Properties Income Trust), Underwriting Agreement (Select Income Reit), Underwriting Agreement (Select Income REIT)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters in connection with the transactions contemplated hereby shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Nomura Holdings Inc, Underwriting Agreement (Nomura Holdings Inc), Nomura Holdings Inc

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries subsidiary delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Vapotherm Inc), Underwriting Agreement (Vapotherm Inc), Underwriting Agreement (Karyopharm Therapeutics Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries the Manager that is delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company or the Manager, as applicable, to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp), Underwriting Agreement (Western Asset Mortgage Capital Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries Subsidiaries and delivered to the Representatives any Underwriter or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered therebythereby on the date of such certificate.

Appears in 5 contracts

Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Public Service Enterprise Group Inc, Public Service Enterprise Group Inc

Officer’s Certificates. Any certificate signed by any director or officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Noble Energy Inc), Underwriting Agreement (Noble Energy Inc), Underwriting Agreement (Noble Energy Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company and the Operating Partnership to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Farmland Partners Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.), Underwriting Agreement (Rexford Industrial Realty, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty on the date of such certificate by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Vertex Pharmaceuticals Incorporated (Vertex Pharmaceuticals Inc / Ma), Vertex Pharmaceuticals Incorporated (Vertex Pharmaceuticals Inc / Ma), Underwriting Agreement (Vertex Pharmaceuticals Inc / Ma)

Officer’s Certificates. Any certificate signed by any officer of either of the Company or any of its subsidiaries Transaction Entities delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company such Transaction Entity to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Plymouth Industrial REIT Inc.), Underwriting Agreement (Plymouth Industrial REIT Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, or any authorized representative of the Operating Partnership or any of its subsidiaries the Subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such person or entity, as the Company case may be, to each Underwriter the Underwriters as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (LaSalle Hotel Properties), Underwriting Agreement (LaSalle Hotel Properties), Underwriting Agreement (LaSalle Hotel Properties)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives Underwriters or to counsel for the Underwriters in connection with the offering of the Notes shall be deemed a representation and warranty by the Company to each Underwriter the Underwriters as to the matters covered therebythereby on the date of such certificate.

Appears in 5 contracts

Samples: Underwriting Agreement (Hospitality Properties Trust), Underwriting Agreement (Travelcenters of America LLC), Underwriting Agreement (Travelcenters of America LLC)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation represen­tation and warranty by the Company to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Stockholders as such and delivered to the Representative or to counsel for the Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Stockholder to the Underwriters as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (MeridianLink, Inc.), Underwriting Agreement (Project Angel Parent, LLC), Purchase Agreement (Opentable Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, the Partnership, or any of its subsidiaries Subsidiary delivered to the Representatives or to counsel for the Underwriters pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company and the Partnership to each Underwriter as to the matters covered thereby.

Appears in 5 contracts

Samples: Purchase Agreement (DiamondRock Hospitality Co), Purchase Agreement (DiamondRock Hospitality Co), Purchase Agreement (DiamondRock Hospitality Co)

Officer’s Certificates. Any certificate signed by any officer of the Company either Issuer or any of its subsidiaries delivered to the Representatives Representative or to counsel for the Underwriters shall be deemed a representation and warranty by the Company such Issuer to each Underwriter as to the matters covered thereby.

Appears in 4 contracts

Samples: Purchase Agreement (Jefferies Group LLC), Purchase Agreement (Jefferies Group LLC), Purchase Agreement (Jefferies Group LLC)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, or any authorized representative of the Operating Partnership or any of its their subsidiaries delivered to the Representatives Underwriters or to counsel for the Underwriters shall be deemed a representation and warranty by such person or entity, as the Company case may be, to each Underwriter as to the matters covered thereby.

Appears in 4 contracts

Samples: Underwriting Agreement (Keystone Property Trust), Underwriting Agreement (Lasalle Hotel Properties), Keystone Property Trust

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