Common use of Officer’s Certificates Clause in Contracts

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

Appears in 13 contracts

Samples: Equity Distribution Agreement (Orchid Island Capital, Inc.), Equity Distribution Agreement (Orchid Island Capital, Inc.), Equity Distribution Agreement (Orchid Island Capital, Inc.)

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Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Sales Agent or to counsel for the Agents Sales Agent in connection with the offer and sale of the Shares shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents Sales Agent as to the matters covered thereby.

Appears in 13 contracts

Samples: Sales Agency Agreement (Avista Corp), Sales Agency Agreement (Avista Corp), Sales Agency Agreement (Avista Corp)

Officer’s Certificates. Any certificate signed by any an officer of the Company and delivered to the Agents Manager or to counsel for the Agents Manager shall be deemed to be a representation and warranty by the Company, as applicable, Company to the Agents Manager as to the matters covered therebyset forth therein.

Appears in 12 contracts

Samples: Equity Distribution Agreement (CubeSmart, L.P.), Equity Distribution Agreement (CubeSmart, L.P.), Equity Distribution Agreement (CubeSmart, L.P.)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, any of the Subsidiaries, the Adviser or the Administrator delivered to the Agents Sales Agent or to counsel for the Agents Sales Agent shall be deemed a representation and warranty by the Company, the Adviser or the Administrator, as applicable, to the Agents Sales Agent as to the matters covered thereby.

Appears in 10 contracts

Samples: Equity Distribution Agreement (PennantPark Floating Rate Capital Ltd.), Equity Distribution Agreement (PennantPark Floating Rate Capital Ltd.), Equity Distribution Agreement (PennantPark Floating Rate Capital Ltd.)

Officer’s Certificates. Any certificate signed by any officer of the Company or the Operating Partnership and delivered to the Agents Agent or to counsel for the Agents Agent in connection with an Issuance shall be deemed a representation and warranty by the CompanyCompany or the Operating Partnership, as applicablethe case may be, to the Agents Agent as to the matters covered therebythereby on the date of such certificate.

Appears in 8 contracts

Samples: Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.), Sales Agency Financing Agreement (Brandywine Operating Partnership, L.P.)

Officer’s Certificates. Any certificate signed by any officer of the Company or the Operating Partnership delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the CompanyCompany or the Operating Partnership, as applicable, to the Agents Agent as to the matters covered thereby.

Appears in 7 contracts

Samples: Equity Distribution Agreement (Colony Capital, Inc.), Equity Distribution Agreement (Colony Capital, Inc.), Equity Distribution Agreement (Colony Capital, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company or the Manager delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the CompanyCompany or the Manager, as applicable, to the Agents Agent as to the matters covered thereby.

Appears in 6 contracts

Samples: Equity Distribution Agreement (Colony Financial, Inc.), Equity Distribution Agreement (Colony Financial, Inc.), Equity Distribution Agreement (Colony Financial, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the Company, as applicable, to the Agents Agent as to the matters covered thereby.

Appears in 4 contracts

Samples: Equity Distribution Agreement (Arlington Asset Investment Corp.), Equity Distribution Agreement (Arlington Asset Investment Corp.), Equity Distribution Agreement (Arlington Asset Investment Corp.)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, the Operating Partnership or any of their subsidiaries delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the CompanyCompany or the Operating Partnership, as applicablethe case may be, to the Agents Agent as to the matters covered thereby. Any certificate signed by any officer of the Manager delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the Manager to the Agent as to the matters covered thereby.

Appears in 4 contracts

Samples: Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution Agreement (PennyMac Mortgage Investment Trust), Equity Distribution 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 Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents each Agent as to the matters covered thereby.

Appears in 4 contracts

Samples: Sales Agreement (Rani Therapeutics Holdings, Inc.), Equity Offeringsm Sales Agreement (DICE Therapeutics, Inc.), Agency Agreement (Shaw Communications Inc)

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

Appears in 4 contracts

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

Officer’s Certificates. Any certificate signed by any officer or other authorized signatory of the Company Manager, the Fund or the Adviser and delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the CompanyManager, the Fund or the Adviser, as applicablethe case may be, to the Agents Agent as to the matters covered thereby.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Nuveen Municipal Value Fund Inc), Equity Distribution Agreement (Nuveen Municipal High Income Opportunity Fund 2), Equity Distribution Agreement (Nuveen Municipal High Income Opportunity Fund 2)

Officer’s Certificates. Any certificate signed by any officer of the Company and delivered to the Agents Representative, the Forward Purchaser and the Forward Seller or to their counsel for the Agents shall be deemed a representation and warranty by the CompanyCompany and the Operating Partnership to each Underwriter, as applicable, to the Agents Forward Purchaser and the Forward Seller as to the matters covered thereby.

Appears in 3 contracts

Samples: Underwriting Agreement (STAG Industrial, Inc.), Underwriting Agreement (STAG Industrial, Inc.), Underwriting Agreement (STAG Industrial, Inc.)

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

Appears in 3 contracts

Samples: Distribution Agreement (Jefferies Group Capital Finance Inc.), Distribution Agreement (Jefferies Group Capital Finance Inc.), Distribution Agreement (Jefferies Group Capital Finance Inc.)

Officer’s Certificates. Any certificate signed by any officer or other authorized signatory of the Company Manager, the Fund or either Adviser and delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the CompanyManager, the Fund or either Adviser, as applicablethe case may be, to the Agents Agent as to the matters covered thereby.

Appears in 3 contracts

Samples: Equity Distribution Agreement (Nuveen Floating Rate Income Opportunity Fund), Equity Distribution Agreement (Nuveen Floating Rate Income Fund), Equity Distribution Agreement (Nuveen Senior Income Fund)

Officer’s Certificates. Any certificate signed by any officer of the Company and delivered to the Agents or to counsel for Agent in connection with the Agents offering of the Stock shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents Agent, as to the matters covered thereby.

Appears in 2 contracts

Samples: Distribution Agreement (American Equity Investment Life Holding Co), Distribution Agreement (American Equity Investment Life Holding Co)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Agents Agent, the Forward Seller and the Forward Purchaser or to counsel for the Agents Agent, the Forward Seller and the Forward Purchaser in connection with this Agreement, any Forward Contract or any Terms Agreement shall be deemed a representation and warranty solely by the Company, as applicable, Company to the Agents Agent, the Forward Seller and the Forward Purchaser as to the matters covered thereby.

Appears in 2 contracts

Samples: Boston Properties LTD Partnership, Boston Properties LTD Partnership

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

Appears in 2 contracts

Samples: Investment Agreement (Mayors Jewelers Inc/De), Investment Agreement (Henry Birks & Sons Inc)

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

Appears in 2 contracts

Samples: Sales Agreement (fuboTV Inc. /FL), Sales Agreement (fuboTV Inc. /FL)

Officer’s Certificates. Any certificate signed by any officer of the Company Company, the Partnership, or any Subsidiary delivered to the Agents Sales Agent or to counsel for the Agents Sales Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company, as applicable, Company and the Partnership to the Agents Sales Agent as to the matters covered thereby.

Appears in 2 contracts

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

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Investor or to counsel for the Agents Investor’s Counsel shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents Investor as to the matters covered thereby.

Appears in 2 contracts

Samples: Investment Agreement (Chemesis International Inc.), Investment Agreement

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

Appears in 2 contracts

Samples: Distribution Agreement (Jefferies Financial Group Inc.), Distribution Agreement (Jefferies Financial Group Inc.)

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

Appears in 2 contracts

Samples: Sales Agreement (Savara Inc), Adicet Bio, Inc.

Officer’s Certificates. Any certificate signed by any officer of the Company and delivered to the Agents Agents; to a Purchaser (as defined below), or to counsel for to the Agents in connection with an offering of Notes shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents (or such Purchaser) as to the matters covered thereby.

Appears in 1 contract

Samples: Agency Agreement (Swedish Export Credit Corp /Swed/)

Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered to the Agents Representative or to counsel for the Agents Managers shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents each Manager as to the matters covered thereby; and any certificate signed by or on behalf of the Selling Shareholders shall be deemed a representation and warranty by such Selling Shareholder to the Managers as to the matter covered thereby.

Appears in 1 contract

Samples: Purchase Agreement (Galen Holdings PLC)

Officer’s Certificates. Any certificate signed by any officer of the Company Trust, any Adviser or the Distributor delivered to the Agents Dealers or to counsel for the Agents Dealers shall be deemed a representation and warranty by the CompanyTrust, the Advisers or the Distributor, as applicablethe case may be, to the Agents each Dealer as to the matters covered thereby.

Appears in 1 contract

Samples: Transfer Agency Agreement (BlackRock Multi-Sector Opportunities Trust)

Officer’s Certificates. Any certificate signed by any officer of the Company or the Advisor delivered to the Agents Purchaser or to counsel for the Agents Purchaser shall be deemed a representation and warranty by the CompanyCompany or the Advisor, as applicablerespectively, to the Agents Purchaser as to the matters covered thereby.

Appears in 1 contract

Samples: Purchase Agreement (Tortoise Gas & Oil Corp)

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

Appears in 1 contract

Samples: Manager Agreement (Ares Capital Corp)

Officer’s Certificates. Any certificate signed by any officer or other representative of the Company delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the Company, as applicable, to the Agents Agent as to the matters covered thereby.

Appears in 1 contract

Samples: Sales Agency Agreement (Sotherly Hotels Lp)

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents Agent as to the matters covered therebythereby on the date of such certificate.

Appears in 1 contract

Samples: Sales Agency Agreement (Banc of California, Inc.)

Officer’s Certificates. Any certificate signed by any an officer of the Company and delivered to the Agents or to counsel for the Agents pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters covered therebyset forth therein.

Appears in 1 contract

Samples: Sales Agreement (Enovix Corp)

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

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Safehold 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 Agents Purchasing Agent or to counsel for the Agents Purchasing Agent shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents each Purchasing Agent as to the matters covered thereby.

Appears in 1 contract

Samples: Selling Agent Agreement (Jefferies Group Inc /De/)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Micro Devices Inc)

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

Appears in 1 contract

Samples: Distribution Agreement (Plymouth Industrial REIT Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as applicable, Company (and not individually by such officer) to the Agents each Agent as to the matters covered therebythereby subject to the qualifications and limitations set out in such certificates.

Appears in 1 contract

Samples: Equity Distribution Agreement (Profound Medical Corp.)

Officer’s Certificates. Any certificate signed by any officer or other authorized signatory of the Company Corporation and delivered to the Agents Agent or to counsel for the Agents Agent shall be deemed a representation and warranty by the Company, as applicable, Corporation to the Agents Agent as to the matters covered thereby.

Appears in 1 contract

Samples: Equity Distribution Agreement (Harvest Natural Resources, Inc.)

Officer’s Certificates. Any certificate signed by any officer or other authorized signatory of the Company or the Manager, as applicable, and delivered to the Agents Dealer Managers or to counsel for the Agents Dealer Managers shall be deemed a representation and warranty by the CompanyCompany or the Manager, as applicable, to the Agents Dealer Manager as to the matters covered thereby.

Appears in 1 contract

Samples: Dealer Manager Agreement (Lument Finance Trust, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company General Partner on behalf of the Partnership delivered to the Agents or to counsel for the Agents shall be deemed a representation and warranty by the Company, as applicable, Partnership to the Agents each Agent as to the matters covered thereby.

Appears in 1 contract

Samples: Stonemor Partners Lp

Officer’s Certificates. Any certificate signed by any officer of the Company Selling Shareholder or any of its subsidiaries and delivered to the Agents you or to your counsel for the Agents shall will be deemed a representation and warranty by the Company, as applicable, Selling Shareholder to the Agents you as to the matters covered thereby.

Appears in 1 contract

Samples: Terms Agreement (Orient Express Hotels LTD)

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

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Cedar Realty Trust, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Placement Agent or to counsel for the Agents Placement Agent shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents Placement Agent as to the matters covered therebythereby on the date of such certificate.

Appears in 1 contract

Samples: Letter Agreement (First Pactrust Bancorp Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Wesley Jessen Visioncare Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Dealer Managers or to counsel for the Agents Dealer Managers shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents you as to the matters covered therebythereby on the date of such certificate.

Appears in 1 contract

Samples: Dealer Manager Agreement (Conifer Holdings, Inc.)

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

Appears in 1 contract

Samples: Pioneer Natural Resources Co

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Agents Agent or to counsel for the Agents Agent pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents Agent as to the matters covered therebythereby as of the date or dates indicated in such certificate.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Amr Corp)

Officer’s Certificates. Any certificate signed by any officer of the Company and delivered to the Agents Agents; to a Purchaser (as defined below), or to counsel for to the Agents in connection with an offering of Notes or Warrants shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents (or such Purchaser) as to the matters covered thereby.

Appears in 1 contract

Samples: Aktiebolaget Svensk Exportkredit (Swedish Export Credit Corp /Swed/)

Officer’s Certificates. Any certificate signed by any an officer of the Company or the Bank and delivered to the Agents Agent or to counsel for the Agents Agent in connection with the offering of Shares shall be deemed to be a representation and warranty by the CompanyCompany or the Bank, as applicable, to the Agents each Agent as to the matters covered therebyset forth therein as of the date of such certificate.

Appears in 1 contract

Samples: Sales Agreement (Carver Bancorp Inc)

Officer’s Certificates. Any certificate signed by any officer of the Company delivered to the Placement Agents or to counsel for the Placement Agents shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents you as to the matters covered therebythereby on the date of such certificate.

Appears in 1 contract

Samples: Placement Agent Agreement (Conifer Holdings, Inc.)

Officer’s Certificates. Any certificate signed by any officer of the Company and delivered to the Agents Agents, as defined below (or to a Purchaser, as defined below), or to counsel for to the Agents in connection with an offering of Notes shall be deemed a representation and warranty by the Company, as applicable, Company to the Agents (or such Purchaser) as to the matters covered thereby.

Appears in 1 contract

Samples: Agency Agreement (Swedish Export Credit Corp /Swed/)

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

Appears in 1 contract

Samples: Adicet Bio, Inc.

Officer’s Certificates. Any certificate signed by any officer or other representative of the Company or any of its subsidiaries delivered to the Agents or to counsel for the Agents in connection with this Agreement shall be deemed a representation and warranty by the Company, Company to each Agent as applicable, to the matters covered thereby. Any certificate signed by any officer or other representative of the Manager delivered to the Agents or to counsel for the Agents in connection with this Agreement shall be deemed a representation and warranty by the Manager to each Agent as to the matters covered thereby.

Appears in 1 contract

Samples: TPG RE Finance Trust, Inc.

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