Issuer Certificate. Before the delivery of a Note to the Indenture Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer will deliver to the Indenture Trustee the Issuer Certificate by or pursuant to which such form of Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy of the form of Note which has been approved thereby. Any form of Note approved by or pursuant to an Issuer Certificate must be acceptable as to form to the Indenture Trustee, such acceptance to be evidenced by the Indenture Trustee’s authentication of Notes in that form or a Certificate of Authentication signed by an Indenture Trustee Authorized Officer and delivered to the Issuer.
Issuer Certificate. An Officer's Certificate of the Issuer dated as of the Closing Date, (A) stating:
(1) that no Default has occurred and is continuing under this Indenture and that the issuance of the Bonds being issued will not result in any Default;
(2) that the Issuer has not assigned any interest or participation in the Collateral except for the Grants contained in this Indenture; that the Issuer has the power and authority to Grant the Collateral to the Trustee as security herxxxxxr; and that the Issuer, subject to the terms of this Indenture, has Granted to the Trustee a first priority perfected security interest in all right, title and interest in, to and under the Collateral free and clear of any Lien, except the Lien of this Indenture;
(3) that the Issuer has appointed a firm of independent certified public accountants as contemplated in Section 8.05;
(4) that attached thereto are duly executed, true and complete copies of the Sale Agreement, the Bill of Sale and the Servicing Agreement;
(5) that all financing statements with respect to the Collateral which are required to be filed in the Florida Secured Transaction Registry under the Statute or under the Delaware or New York UCC or the uniform commercial code of any other jurisdiction by the terms of the Sale Agreement, the Servicing Agreement or this Indenture have been filed as required;
(6) that the Bonds have received a rating of "AAA" by Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch; and
Issuer Certificate. A certificate of the Issuer, dated the date of the Closing, signed on behalf of the Issuer by the Town Manager or other duly authorized officer of the Issuer to the effect that:
(A) The representations, warranties and covenants of the Issuer contained in the Purchase Agreement are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing and the Issuer has complied with all of the terms and conditions of the Purchase Agreement required to be complied with by the Issuer at or prior to the date of the Closing;
(B) No event affecting the Issuer has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except no representation is made with respect to information relating to DTC or DTC’s book-entry system); and
(C) No event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Issuer Documents;
Issuer Certificate. KYOMEDIX shall have delivered to FIRST a Certificate from the Secretary of State of the State of Nevada evidencing KYOMEDIX's good standing as a corporation incorporated in the State of Nevada;
Issuer Certificate. (“Issuer”) certifies that it has approved and retained a copy of the Rule 10b5-1 Sales Plan adopted on ____________, 2022 (the “Plan”) between ________________ (“Seller”) and Xxxxxxxxxxx & Co. Inc. (“Xxxxxxxxxxx”) relating to shares of the common stock of Issuer (the “Shares”).
Issuer Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Private Placement Memorandum, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Issuer, whether or not arising in the ordinary course of business, and the Initial Purchasers shall have received a certificate of the Issuer, executed on behalf of the Issuer by the President or a Vice President of the Issuer, dated as of the Closing Time, to the effect that the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.
Issuer Certificate. The representations and warranties of the Issuer contained in Section 4 hereof and elsewhere in the Finance Documents to which it is a party shall be true and correct in all material respects on the date of the Closing (except as affected by the transactions contemplated hereby) with the same effect as though made on and as of the date of the Closing; no Potential Default or Event of Default shall exist on the part of or with respect to the Issuer; the Issuer shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement and in the Second Amended and Restated Loan Agreement which are required to be performed or complied with by the Issuer on or before the date of the Closing; and you shall have received an Officer’s Certificate of the Issuer, dated the date of the Closing, to such effects.
Issuer Certificate. An officer’s certificate certifying that all of the conditions set forth in clauses (a) through (h) above have been satisfied.
Issuer Certificate. The Issuer shall have delivered to the Deal Agent an officer’s certificate certifying that all of the conditions set forth in paragraphs (a) through (e) of this Section 502 have been satisfied.
Issuer Certificate. Nevada shall have delivered to Canada a Certificate from the Secretary of State of the State of Nevada evidencing Nevada's good standing as a corporation incorporated in the State of Nevada; and
