Chief Financial Officer’s Certificates. The Representative shall have received on and as of the date of this Agreement, the Closing Date or the Option Closing Date, as the case may be, a certificate of the Chief Financial Officer (or the Interim Chief Financial Officer) of the Company in form and substance reasonably satisfactory to the Representative.
Chief Financial Officer’s Certificates. The Representative shall have received two certificates from the Chief Financial Officer of the Company, at the time of execution of this Agreement and at the Closing Time, to the effect that (i) the Chief Financial Officer of the Company is familiar with the accounting, operations and records systems of the Company; (ii) the Chief Financial Officer of the Company has carefully examined the Registration Statement, together with any amendments thereto, the Pricing Disclosure Package, the Prospectus, any supplements to the Prospectus and the Underwriting Agreement; and (iii) the Chief Financial Officer of the Company has supervised the compilation of and reviewed the dollar and other amounts marked on copies of certain information incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus included as an exhibit to such certificates, has compared such dollar and other amounts to amounts in analyses prepared by the Company from its accounting records or other records and found them to be in agreement in all material respects as of the specified dates and there is no reason to believe that the information contained in the certificates of the Chief Financial Officer of the Company is not true, accurate and complete in all material respects or contains any omissions that would cause the information provided to be materially misleading.
Chief Financial Officer’s Certificates. Certificates, dated such Date of Delivery, of Xxxxx Xxxxxxxxxxx, as Chief Financial Officer of Angelo, Gordon, and as Chief Financial Officer of the Company, confirming that each certificate delivered at the Closing Time pursuant to Section 5(j) hereof remains true and correct as of such Date of Delivery.
Chief Financial Officer’s Certificates. At the time of the execution of this Agreement and at the Closing Time, the Representatives shall have received officer’s certificates, dated as of the date hereof and as of the Closing Time, respectively, of Xxxxx Xxxxxxxxxxx, in his capacity as Chief Financial Officer of Angelo, Gordon, and as Chief Financial Officer of the Company, respectively, substantially in the form set forth in Exhibit C hereto and to such further effect as counsel to the Underwriters may reasonably request.
Chief Financial Officer’s Certificates. The Representative shall have received two certificates from the Chief Financial Officer of the Company (for itself and as general partner of the Operating Partnership), at the time of execution of this Agreement and at the Closing Time, to the effect that (i) MHI Hotels Services, LLC (the “Property Manager”) manages each of the Company’s and the Operating Partnership’s Properties as disclosed in the Prospectus and (ii) there is no reason to believe that (x) there is any material misstatement or omission in the specified information provided by the Chief Financial Officer of the Property Manager in the letter of representations from the Property Manager (as described below) and (y) such information is not true, accurate and complete in all material respects and that such information provided by the Chief Financial Officer of the Property Manager is materially misleading.
Chief Financial Officer’s Certificates. The Representative shall have received two certificates from the Chief Financial Officer of the Company (for itself and as general partner of the Operating Partnership), at the time of execution of this Agreement and at the Closing Time, to the effect that (i) the Chief Financial Officer of the Company is familiar with the accounting, operations and records systems of the Company; (ii) the Chief Financial Officer of the Company has carefully examined the Registration Statement, together with any amendments thereto, the General Disclosure Package, the Prospectus, any supplements to the Prospectus and the Underwriting Agreement; (iii) the Chief Financial Officer of the Company has supervised the compilation of and reviewed the dollar and other amounts marked on copies of certain information incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus included as an exhibit to such certificates, has compared such dollar and other amounts to amounts in analyses prepared by the Company from its accounting records or other records and found them to be in agreement in all material respects as of the specified dates; and (iv) MHI Hotels Services, LLC and Highgate Hotels, L.P. (the “Property Managers” and each individually a “Property Manager”) manage each of the Properties as disclosed in the Prospectus and there is no reason to believe that (x) there is any material misstatement or omission in the specified information provided by the Chief Financial Officer of MHI Hotels Services, LLC and the Corporate Controller of Highgate Hotels, L.P., respectively, in the letters of representations from each Property Manager (as described below) and (y) that the information contained in the certificates of the Chief Financial Officer of the Company and the letters of representations from each Property Manager is not true, accurate and complete in all material respects or contains any omissions that would cause the information provided to be materially misleading.
Chief Financial Officer’s Certificates. On the date hereof and the Closing Date, the Underwriter shall have received certificates executed by the Chief Financial Officer of the Company, dated the date hereof and the Closing Date, respectively, with respect to certain financial data contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus, providing “management comfort” with respect to such information, in form and substance satisfactory to the Underwriter, dated the date hereof and the Closing Date, respectively.
Chief Financial Officer’s Certificates. The Seller and each of the Companies shall have delivered to AHI and the Purchaser a certificate, dated the Closing Date and signed on behalf of the Seller by the Seller's chief financial officer, certifying that there has occurred no Material Adverse Change (the "Seller's Chief Financial Officers' Certificates"). The Chief Financial Officer of the Seller, on behalf of the Seller, shall have delivered to AHI and the Purchaser a certificate stating that, to his knowledge after reasonable inquiry of the responsible officers of the Seller and after giving effect to the transactions contemplated hereby, on the Closing Date the Seller is able to pay its debts as they mature and the transfer of the Securities by the Seller to the Purchaser and the consummation of the transactions, in accordance with the terms of this Agreement, will not render Seller insolvent and is not a transfer in fraud of any creditor under applicable federal or state solvency law.
Chief Financial Officer’s Certificates. At each of the date of this Agreement and the Closing Date, the Managers shall have received a certificate, signed on behalf of the Company by the Chief Financial Officer of the Company, dated as of the date of this Agreement or the Closing Date, as the case may be, in a form reasonably satisfactory to the Managers.
Chief Financial Officer’s Certificates. On the date hereof and on the Closing Date or the Additional Closing Date, as the case may be, (i) the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Time of Sale Information and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives and (ii) Caesars shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Time of Sale Information and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives. All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
