Delivery of Officer’s Certificate Sample Clauses

Delivery of Officer’s Certificate. The Company shall have furnished or caused to be furnished to the Manager a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Registration Statement, the Prospectus and the Incorporated Documents, there has been no Material Adverse Effect on the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement and the Prospectus.

Delivery of Officer’s Certificate. The Company shall have furnished or caused to be furnished to the Manager, to the extent requested by the Manager and upon reasonable advance notice in connection with any offering of the Shares, a certificate of the Company signed by the Chief Executive Officer or the President and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus, any Prospectus Supplement and any documents incorporated by reference therein and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of such date with the same effect as if made on such date (except to the extent such representations and warranties expressly relate to a specific earlier date (in which case such representations and warranties shall be true and correct as of such specified earlier date) and except that such representations and warranties shall be deemed to relate to the Registration Statement, the Prospectus and any Prospectus Supplement, as amended or supplemented, as of such date) and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Registration Statement, the Prospectus and the Incorporated Documents, there has been no Material Adverse Effect on the condition (financial or otherwise), earnings, business or properties of the Company and its Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Incorporated Documents.

Delivery of Officer’s Certificate. A Certificate signed by the president of Ready shall be delivered to IPC certifying that each of the warranties and representations made by Ready set forth in this Agreement are materially true and accurate as of the Closing Date and that no event or occurrence has transpired as of the Closing Date which has or will have a material adverse effect upon the business of IPC or Ready.

Delivery of Officer’s Certificate. The Agent and each of the Lenders shall have received an Officer's Certificate dated as of the Closing Date, in form and substance reasonably satisfactory to the Agent, in which the Borrower shall represent and warrant to the Lenders that the conditions precedent set forth in Sections 4(f), 4(g), 4(l), 4(t) (to the Borrower's knowledge in the case of Sections 4(t)(ii)(y) and(iii)) and 4(u) were satisfied at and as of the Closing Date.

Delivery of Officer’s Certificate. Objections to ------------------------------------------------ Claims for Regular Damages. At the time of delivery of any Officer's Certificate -------------------------- to the Escrow Agent, a duplicate copy of such Officer's Certificate shall be delivered to the Stockholders' Agents (as defined in Section 10.10 below). In the case of delivery of an Officer's Regular Damages Certificate, for a period of thirty (30) days after such delivery, the Escrow Agent shall make no delivery of Escrow Shares pursuant to Section 10.5 unless the Escrow Agent shall have received written authorization from the Stockholders' Agents to make such delivery. After the expiration of such thirty (30) day period, the Escrow Agent shall make delivery of the Escrow Shares in the Escrow Fund in accordance with those provisions of Section 10.4 and Section 10.5 relating to claims for Regular Damages, provided that no such delivery may be made if the Stockholders' Agents -------- shall object in a written statement to the claim made in the Officer's Regular Damages Certificate, and such statement shall have been delivered to the Escrow Agent and to Mpath prior to the expiration of such thirty (30) day period.

Delivery of Officer’s Certificate. At the Closing Date, each of the Company, IPO Corp. and Buyer has delivered a signed officer’s certificate certifying in addition to any certifications required under 4.2 or 4.3, as applicable, that: (i) no Proceeding involving such party is pending or threatened before any judicial or Governmental Authority relating to the transactions contemplated by this Agreement; (ii) the board of directors (or general partner or manager, as the case may be) of such party has approved this Agreement (with copies of all resolutions attached); and (iii) stockholder (or partner or member, as the case may be) approval of such party (in the case of the Buyer, including the Buyer Stockholder Approval) with respect to the execution, delivery and performance of the Agreement and the consummation of all transactions contemplated thereby has been attained.

Delivery of Officer’s Certificate. The Administrative --------------------------------- Agent shall have received from each Borrower, on the First Amendment Effective Date, a certificate, substantially in the form of Exhibit A hereof and dated as of the Amendment Effective Date, of an Authorized Officer of such Borrower certifying that both before and after giving effect to this First Amendment: (i) the representations and warranties set forth in Article VI of the Existing ---------- Credit Agreement shall be true and correct as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date) and (ii) no Default shall have then occurred and be continuing.

Delivery of Officer’s Certificate. Peabody shall have received a certificate dated as of the Option Closing Date and signed by the chief executive officer or chief financial officer of Rentech certifying on behalf of Rentech that the conditions set forth in this Section 3.11 have been satisfied on and as of such date.

Delivery of Officer’s Certificate. If any of the Securities is convertible by the Holders into Common Stock, the Company shall deliver to the Trustee an Officers' Certificate to that effect stating (i) the fact that such Securities are so convertible, (ii) the date as of which the Securities are convertible, (iii) the reason why the Securities are convertible and (iv) the Conversion Rate at which the Securities are convertible. Unless and until a Trust Officer of the Trustee receives such Officers' Certificate, the Trustee may assume without inquiry that the Securities are not convertible. Whenever any fact set forth in an Officers' Certificate delivered pursuant to this Section 13.01 changes, the Company shall deliver to the Trustee a new Officers' Certificate setting forth the correct information. Unless and until a Trust Officer receives such a correcting Officers' Certificate, the Trustee may assume without inquiry that the last Officers' Certificate delivered to it remains in full force and effect and is correct is every respect.

Delivery of Officer’s Certificate. In the event a party shall have incurred any Losses for which such party wishes to be indemnified pursuant to this Article VIII, such party shall deliver to the indemnifying party a certificate signed by any officer of such party (an "OFFICER'S CERTIFICATE"): (i) stating that such party to be indemnified has paid or properly accrued or reasonably anticipates that it will have to pay or accrue Losses and (ii) specifying in reasonable detail the individual items of Losses included in the amount so stated, the date each such item was paid or properly accrued or the basis for such anticipated liability, and the nature of the misrepresentation, breach of warranty or covenant to which such item is related. The indemnifying party may object to the claim made in the Officer's Certificate by delivering to the party to be indemnified written notice of such objection (which shall include a summary of the basis upon which such objection is founded) within thirty (30) days after delivery of the Officer's Certificate to the indemnifying party.