Delivery of Officer's Certificates; Timing of Payments Sample Clauses

Delivery of Officer's Certificates; Timing of Payments. (a) Each of the certificates of a Responsible Officer required to be delivered hereunder shall be delivered not later than 12:00 p.m., New York City time, on the day prior to the day on which the Security Agent is required to make transfers hereunder. Any certificate of a Responsible Officer delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Security Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account. (b) Subject to (i) the timely receipt of a certificate of a Responsible Officer as prescribed in paragraph (a) above, (ii) the availability of cash in the applicable Account and (iii) other circumstances beyond the control of the Security Agent, the Security Agent shall make any payment hereunder required (except for transfers between Accounts) by means of wire transfer of immediately available funds, to the address of the payee set forth on Schedule I hereto, to be received prior to 1:00 p.m., New York City time, on the date specified herein for such payment (provided, that an additional Business Day shall be provided in the event of payments made pursuant to the first sentence of Section 4.02(b)), or by such other means of payment, to such other address or at such later time as shall be specified in the certificate of a Responsible Officer of such payee. (c) Each Partner shall deliver to the other Partners, simultaneously with the delivery thereof to the Security Agent, a true copy of any certificate of a Responsible Officer delivered by such Partner pursuant to this Agreement.
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Delivery of Officer's Certificates; Timing of Payments. (a) Each certificate to be delivered by the Company under this Article shall be issued by a Responsible Officer of the Company and shall be delivered (unless otherwise specified) not later than 12:00 noon, New York City time, on the Business Day immediately prior to the day on which the Administrative Agent is required to make transfers hereunder. Any certificate of a Responsible Officer of the Company delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Administrative Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account. (b) Subject to (i) the timely receipt of a certificate of a Responsible Officer of the Company as set forth in paragraph (a) above, (ii) the availability of cash in the applicable Account and (iii) other circumstances beyond the control of the Administrative Agent, the Administrative Agent shall make any payment hereunder required (except for transfers between Accounts) by means of wire transfer of immediately available funds, to the address of the payee(s) set forth in the applicable certificate, to be received prior to 2:00 p.m., New York City time, on the date specified herein for such payment.
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Delivery of Officer's Certificates; Timing of Payments. Each certificate to be delivered by the Company under this Article shall be issued by a Responsible Officer of the Company and shall be delivered (unless otherwise specified) not later than 12:00 noon, New York City time, on the Business Day immediately prior to the day on which the Administrative Agent is required to make transfers hereunder. Any certificate of a Responsible Officer of the Company delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Administrative Agent on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account.
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Delivery of Officer's Certificates; Timing of Payments. (a) Each certificate to be delivered by the Borrower under this Article shall be issued by a Responsible Officer of the Borrower and shall be delivered (unless otherwise specified) not later than 12:00 noon, New York City time, on the Business Day immediately prior to the day on which the Collateral Trustee is required to make transfers hereunder. Any certificate of a Responsible Officer of the Borrower delivered later than the time specified herein shall nevertheless be considered valid and shall be honored by the Collateral Trustee on or as promptly after the date otherwise specified herein for payment as is practicable, subject to the availability of cash in the applicable Account. (b) Subject to (i) the timely receipt of a certificate of a Responsible Officer of the Borrower as set forth in paragraph (a) above, (ii) the availability of cash in the applicable Account, (iii) other circumstances beyond the control of the Collateral Trustee and (iv) if sought by the Collateral Trustee due to a perceived inconsistency between the Borrower's instructions and the terms of this Agreement, the receipt from the Administrative Agent of Proper Instructions confirming the requested payment, the Collateral Trustee shall make any payment hereunder required (except for transfers between Accounts) by means of wire transfer of immediately available funds, to the address of the payee(s) set forth in the applicable certificate, to be received prior to 2:00 p.m., New York City time, on the date specified herein for such payment.
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Related to Delivery of Officer's Certificates; Timing of Payments

  • 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.

  • FORM OF OFFICER’S CERTIFICATE This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(c) of that certain Purchase Agreement dated as of September 8, 2020, (“Purchase Agreement”), by and between CELSION CORPORATION, a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, [ ], [ ] of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

  • Officer’s Certificate as Evidence Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee, and such Officer’s Certificate, in the absence of gross negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions of this Indenture upon the faith thereof.

  • Reliance on Officer’s Certificate Except as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s Certificate delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith thereof.

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

  • Manager Officers’ Certificate The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: the representations and warranties of the Manager in this Agreement are true and correct; the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

  • Annual Officer’s Certificate as to Compliance (a) The Master Servicer shall deliver to the Trustee and the Rating Agencies on or before March 15 of each year, commencing on March 15, 2005, an Officer's Certificate, certifying that with respect to the period ending December 31 of the prior year: (i) such Servicing Officer has reviewed the activities of such Master Servicer during the preceding calendar year or portion thereof and its performance under this Agreement, (ii) to the best of such Servicing Officer's knowledge, based on such review, such Master Servicer has performed and fulfilled its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a default in the fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof, (iii) nothing has come to the attention of such Servicing Officer to lead such Servicing Officer to believe that the Master Servicer has failed to perform any of its duties, responsibilities and obligations under this Agreement in all material respects throughout such year, or, if there has been a material default in the performance or fulfillment of any such duties, responsibilities or obligations, specifying each such default known to such Servicing Officer and the nature and status thereof. (b) Copies of such statements shall be provided to any Certificateholder upon request, by the Master Servicer or by the Trustee at the Master Servicer's expense if the Master Servicer failed to provide such copies (unless (i) the Master Servicer shall have failed to provide the Trustee with such statement or (ii) the Trustee shall be unaware of the Master Servicer's failure to provide such statement).

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.

  • Annual Officer’s Certificate (a) Not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Master Servicer and the Sarbanes Certifying Party a Servicing Officer’s certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officers and the nature and status thereof including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the Xxxxxxxx-Xxxxx Act of 2002, as amended, (“Xxxxxxxx-Xxxxx”) is required to be given on behalf of the Trust Fund, not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), or at any other time that the Master Servicer or the Sarbanes Certifying Party provides a certification pursuant to Xxxxxxxx-Xxxxx and upon thirty (30) days written request of such parties, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Master Servicer and the Sarbanes Certifying Party for the benefit of the Trust Fund and the Master Servicer and the Sarbanes Certifying Party and its officers, directors and affiliates, in the form of Exhibit F hereto.

  • Right of Trustee to Rely on Officers' Certificate, etc Subject to Sections 6.1 and 6.2, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof.

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