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 Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Company to the 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 Underwriter or to counsel for the Underwriter pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder to the Underwriter as to the matters covered thereby.

Appears in 17 contracts

Samples: Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, 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 Underwriter Representatives or to counsel for the Underwriter Underwriters shall be deemed a representation and warranty by the Company to the each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the a Selling Shareholders Shareholder as such and delivered to the Underwriter Representatives or to counsel for the Underwriter Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder to the Underwriter Underwriters as to the matters covered thereby.

Appears in 15 contracts

Samples: Underwriting Agreement (ATD Corp), Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Enzymotec Ltd.)

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

Appears in 13 contracts

Samples: Underwriting Agreement (Shutterstock, Inc.), Underwriting Agreement (J.Jill, Inc.), Underwriting Agreement (Ipsco Tubulars Inc)

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

Appears in 10 contracts

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust), Purchase Agreement (PennyMac Mortgage Investment Trust)

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

Appears in 10 contracts

Samples: Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp), Underwriting Agreement (Ryerson Holding Corp)

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

Appears in 8 contracts

Samples: Underwriting Agreement (Construction Partners, Inc.), Underwriting Agreement (Cal-Maine Foods Inc), Underwriting Agreement (On Assignment Inc)

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

Appears in 7 contracts

Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Milacron Holdings Corp.)

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

Appears in 6 contracts

Samples: Form of Purchase Agreement (Encore Bancshares Inc), Perry Ellis International Inc, Purchase Agreement (Adams Respiratory Therapeutics, Inc.)

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

Appears in 6 contracts

Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

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

Appears in 6 contracts

Samples: Underwriting Agreement (HD Supply Holdings, Inc.), Underwriting Agreement (Fresh Market, Inc.), Purchase Agreement (Fresh Market, Inc.)

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

Appears in 6 contracts

Samples: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (JOANN Inc.), Underwriting Agreement (Grocery Outlet Holding Corp.)

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

Appears in 5 contracts

Samples: Underwriting Agreement (Gci Liberty, Inc.), Underwriting Agreement (LendingTree, Inc.), Purchase Agreement (Owens Corning/Fibreboard Asbestos Personal Injury Trust)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Underwriter Representatives or to counsel for the Underwriter Underwriters shall be deemed a representation and warranty by the Company and not by such officer in his personal capacity to the each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholders Shareholder as such and delivered to the Underwriter Representatives or to counsel for the Underwriter Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such the Selling Shareholder and not by such officer in his personal capacity to the Underwriter Underwriters as to the matters covered thereby.

Appears in 5 contracts

Samples: Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC)

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

Appears in 5 contracts

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

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

Appears in 5 contracts

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)

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

Appears in 5 contracts

Samples: Purchase Agreement (Checkfree Holdings Corp \Ga\), Purchase Agreement (Infonet Services Corp), Purchase Agreement (Checkfree Holdings Corp \Ga\)

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

Appears in 5 contracts

Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

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

Appears in 4 contracts

Samples: Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.)

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

Appears in 4 contracts

Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Emc Insurance Group Inc), Underwriting Agreement (Taylor Capital Group Inc)

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

Appears in 4 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)

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

Appears in 4 contracts

Samples: Underwriting Agreement (Axonics Modulation Technologies, Inc.), Purchase Agreement (Lincoln Educational Services Corp), Purchase Agreement (Lincoln Educational Services Corp)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP), Underwriting Agreement (Noranda Aluminum Holding CORP)

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

Appears in 3 contracts

Samples: Purchase Agreement (Regeneron Pharmaceuticals Inc), Purchase Agreement (Amgen Inc), Regeneron Pharmaceuticals Inc

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

Appears in 3 contracts

Samples: Underwriting Agreement (BrightSpire Capital, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.), Underwriting Agreement (DigitalBridge Group, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Company to the Selling Stockholders and the Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholders Stockholders as such and delivered to the Underwriter or to counsel for the Underwriter pursuant to the terms of this Agreement Section 5 hereof shall be deemed a representation and warranty by such Selling Shareholder Stockholder to the Underwriter as to the matters covered thereby.

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Purchase Agreement (Endurance Specialty Holdings LTD), Purchase Agreement (Endurance Specialty Holdings LTD), Purchase Agreement (Endurance Specialty Holdings LTD)

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

Appears in 3 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.), Underwriting Agreement (YETI Holdings, Inc.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Kinetik Holdings Inc.), Underwriting Agreement (Kinetik Holdings Inc.), Underwriting Agreement (Ipg Photonics Corp)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Inspire Medical Systems, Inc.), Purchase Agreement (Sigmatel Inc), Purchase Agreement (Sigmatel Inc)

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

Appears in 3 contracts

Samples: VWR Corporation (VWR Corp), Underwriting Agreement (VWR Corp), Underwriting Agreement (VWR Corp)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Hudson Pacific Properties, L.P.), Underwriting Agreement (Hudson Pacific Properties, L.P.), 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 Underwriter Representative or to counsel for the Underwriter Underwriters shall be deemed a representation and warranty by the Company to the each Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholders Stockholders as such and delivered to the Underwriter Representative or to counsel for the Underwriter Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder Stockholder to the Underwriter Underwriters as to the matters covered thereby.

Appears in 3 contracts

Samples: Underwriting Agreement (SoFi Technologies, Inc.), Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Underwriter or to counsel for the Underwriter shall be deemed a representation and warranty by the Company (and not by such officer in his or her personal capacity) to the Underwriter as to the matters covered thereby; and any certificate signed by or on behalf of the any Selling Shareholders Shareholder as such and delivered to the Underwriter or to counsel for the Underwriter pursuant to the terms of this Agreement shall be deemed a representation and warranty by such Selling Shareholder to the Underwriter as to the matters covered thereby.

Appears in 3 contracts

Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Team Health Holdings Inc.), Underwriting Agreement (Team Health Holdings Inc.), Purchase Agreement (MSC Industrial Direct Co Inc)

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

Appears in 3 contracts

Samples: Underwriting Agreement (Ameristar Casinos Inc), Purchase Agreement (Istar Financial Inc), Purchase Agreement (Arch Coal Inc)

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

Appears in 3 contracts

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

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

Appears in 2 contracts

Samples: Underwriting Agreement (Arcos Dorados Holdings Inc.), Underwriting Agreement (Arcos Dorados Holdings Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (DST Systems Inc), Underwriting Agreement (Springleaf Holdings, Inc.)

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

Appears in 2 contracts

Samples: Purchase Agreement (Edison Schools Inc), Purchase Agreement (Edison Schools Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (HD Supply Holdings, Inc.), Underwriting Agreement (Fresh Market, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Erickson Air-Crane Inc)

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

Appears in 2 contracts

Samples: Purchase Agreement (Mdu Resources Group Inc), Purchase Agreement (Westpoint Stevens Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Cross Country Healthcare Inc), Underwriting Agreement (Cross Country Healthcare Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Purchase Agreement (Istar Financial Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Access National Corp), Underwriting Agreement (Access National Corp)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Eros International PLC), Underwriting Agreement (Eros International PLC)

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

Appears in 2 contracts

Samples: Underwriting Agreement (HD Supply Holdings, Inc.), Underwriting Agreement (HD Supply Holdings, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Emeritus Corp\wa\), Underwriting Agreement (Emeritus Corp\wa\)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Playa Hotels & Resorts N.V.), Underwriting Agreement (Playa Hotels & Resorts N.V.)

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

Appears in 2 contracts

Samples: Purchase Agreement (Cohen & Steers Inc), Purchase Agreement (Cohen & Steers Inc)

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

Appears in 2 contracts

Samples: Purchase Agreement (Superior Offshore International Inc.), Purchase Agreement (Superior Offshore International 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 Underwriter Representatives or to counsel for the Underwriter Underwriters shall be deemed a representation and warranty by the Company such Transaction Entity to the 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 Underwriter Representatives or to counsel for the Underwriter Underwriters pursuant to the terms of this Agreement shall be deemed a representation and warranty by each such Selling Shareholder to the Underwriter Underwriters as to the matters covered thereby.

Appears in 2 contracts

Samples: Underwriting Agreement (Americold Realty Trust), Underwriting Agreement (Americold Realty Trust)

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

Appears in 2 contracts

Samples: Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (AFC Gamma, Inc.)

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

Appears in 2 contracts

Samples: Purchase Agreement (Phoenix Companies Inc/De), Purchase Agreement (Hilb Rogal & Hamilton Co /Va/)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Landsea Homes Corp), Underwriting Agreement

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

Appears in 2 contracts

Samples: Purchase Agreement (Odyssey Healthcare Inc), Purchase Agreement (Odyssey Healthcare Inc)

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

Appears in 2 contracts

Samples: Purchase Agreement (Us Airways Inc), Purchase Agreement (Eastshore Aviation, LLC)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Chicago Atlantic Real Estate Finance, Inc.), Underwriting Agreement (AFC Gamma, Inc.)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Hutchison China MediTech LTD), Underwriting Agreement (CK Hutchison Holdings LTD)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Terms Agreement (American Axle & Manufacturing Holdings Inc), Underwriting Agreement (American Axle & Manufacturing Holdings Inc)

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

Appears in 2 contracts

Samples: Underwriting Agreement (Esquire Financial Holdings, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.)

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

Appears in 1 contract

Samples: Purchase Agreement (Savvis Communications Corp)

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

Appears in 1 contract

Samples: Underwriting Agreement (89bio, Inc.)

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

Appears in 1 contract

Samples: Purchase Agreement (Service Corporation International)

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

Appears in 1 contract

Samples: Purchase Agreement (Utstarcom Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Fs Equity Partners Iii Lp)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Jamdat Mobile Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Republic Airways Holdings Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Cabot Industrial Properties Lp)

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

Appears in 1 contract

Samples: Purchase Agreement (Sunstone Hotel Investors, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Fortress Investment Group LLC)

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

Appears in 1 contract

Samples: Shaw Group Inc

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

Appears in 1 contract

Samples: Telvent Git S A

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

Appears in 1 contract

Samples: Underwriting Agreement (Advanced BioHealing Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Surgery Partners, Inc.)

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

Appears in 1 contract

Samples: Purchase Agreement (Pxre Group LTD)

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

Appears in 1 contract

Samples: Underwriting Agreement (ConnectOne Bancorp, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Team Health Holdings Inc.)

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

Appears in 1 contract

Samples: Bloomin' Brands, Inc.

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

Appears in 1 contract

Samples: Underwriting Agreement (Hayward Holdings, Inc.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Bloomin' Brands, Inc.)

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

Appears in 1 contract

Samples: Pxre Group LTD

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

Appears in 1 contract

Samples: Purchase Agreement (Allegiant Travel CO)

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

Appears in 1 contract

Samples: Purchase Agreement (TMS International Corp.)

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

Appears in 1 contract

Samples: Underwriting Agreement (Entellus Medical Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Carbonite Inc)

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

Appears in 1 contract

Samples: Underwriting Agreement (Hanson Building Products LTD)

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