Common use of Manager Officers’ Certificate Clause in Contracts

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.

Appears in 15 contracts

Samples: Underwriting Agreement (Two Harbors Investment Corp.), Underwriting Agreement (Two Harbors Investment Corp.), Management Agreement (Invesco Mortgage Capital Inc.)

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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; and 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.

Appears in 13 contracts

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (Ready Capital Corp), Underwriting Agreement (Invesco Mortgage Capital Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer an executive officer of the Manager and a principal financial or accounting officer of the Manager, in which such officers shall state that: that the representations and warranties of the Manager in this Agreement are true and correctcorrect (as though made on and as of such Closing Date); and 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.

Appears in 12 contracts

Samples: Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Residential Mortgage REIT)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer and Chief Financial Officer chief executive officer, president or vice president of the Manager in which such officers shall state that: and the chief financial officer (or persons having equivalent functions) of the Manager, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) hereof are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) 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 the Closing DateTime.

Appears in 9 contracts

Samples: Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.)

Manager Officers’ Certificate. The Representatives Representative shall have received a certificate, dated such each Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers officer shall state that: the representations and warranties of the Manager in this Agreement are true and correct; correct as of such date and that 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.

Appears in 7 contracts

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificatecertificate of the President of the Manager and of a Vice President or the Treasurer of the Manager, dated such as of the Closing Date, of to the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) and 1(c) hereof are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Date and (ii) 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 the Closing Date.

Appears in 6 contracts

Samples: Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp), Underwriting Agreement (Ares Commercial Real Estate Corp)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer of the Manager and Chief of the Principal Financial Officer of the Manager in which such officers shall state that: Manager, dated the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement contained herein are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) 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 the Closing DateTime.

Appears in 4 contracts

Samples: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such each Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers officer shall state that: the representations and warranties of the Manager in this Agreement are true and correct; correct as of such date and that 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.), Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Manager Officers’ Certificate. The Representatives Representative shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer an executive officer of the Manager and a principal financial or accounting officer of the Manager, in which such officers shall state that: that the representations and warranties of the Manager in this Agreement are true and correctcorrect (as though made on and as of such Closing Date); and 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Financial Inc.), Underwriting Agreement (Ellington Residential Mortgage REIT)

Manager Officers’ Certificate. The Representatives Representative shall have received a certificate, dated such Closing Date, of the Chief Executive Officer of the Manager and the Chief Financial Officer of the Manager in which such officers shall state that: that the representations and warranties of the Company, the Operating Partnership and the Manager in this Agreement are true and correctcorrect as of such date; and 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.

Appears in 4 contracts

Samples: Underwriting Agreement (Global Medical REIT Inc.), Underwriting Agreement (Global Medical REIT Inc.), Underwriting Agreement (Global Medical REIT Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer of the Manager and the Chief Financial Officer of the Manager in which such officers shall state that: that the representations and warranties of the Company, the Operating Partnership and the Manager in this Agreement are true and correctcorrect as of such date; and 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.

Appears in 3 contracts

Samples: Underwriting Agreement (Global Medical REIT Inc.), Underwriting Agreement (Global Medical REIT Inc.), Underwriting Agreement (Global Medical REIT Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such on and as of the Closing Date, a certificate of the Chief Executive Officer and Chief Financial Officer chief executive officer of the Manager in which such officers shall state that: confirming that the representations and warranties of the Manager in this Agreement are true and correct; correct as of such date and that 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 the Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Royalty Pharma PLC), Underwriting Agreement (Royalty Pharma PLC)

Manager Officers’ Certificate. The Representatives Representative 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.

Appears in 2 contracts

Samples: Underwriting Agreement (Two Harbors Investment Corp.), Underwriting Agreement (Two Harbors Investment Corp.)

Manager Officers’ Certificate. The Representatives Representative shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer and Chief Financial Officer chief executive officer, president or vice president of the Manager in which such officers shall state that: and the chief financial officer (or persons having equivalent functions) of the Manager, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) hereof are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) 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 the Closing DateTime.

Appears in 2 contracts

Samples: Underwriting Agreement (Colony Financial, Inc.), Underwriting Agreement (Colony Financial, Inc.)

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Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of an executive officer of the Chief Executive Officer Manager and Chief of the Principal Financial Officer of the Manager in which such officers shall state that: Manager, dated the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement contained herein are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) 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 the Closing DateTime.

Appears in 2 contracts

Samples: Underwriting Agreement (Safehold Inc.), Underwriting Agreement (Safehold Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer of the Manager and of the Chief Financial Officer of the Manager in which such officers shall state that: Manager, dated the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement contained herein are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) 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 the Closing DateTime.

Appears in 2 contracts

Samples: Underwriting Agreement (Safety, Income & Growth, Inc.), Underwriting Agreement (Safety, Income & Growth, Inc.)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the Chief Executive Officer and Chief Financial Officer chief executive officer of the Manager in which such officers shall state that: confirming that the representations and warranties of the Manager in this Agreement are true and correct; correct as of such date and that 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 the Closing Date or the Additional Closing Date, as the case may be.

Appears in 2 contracts

Samples: Underwriting Agreement (Royalty Pharma PLC), Underwriting Agreement (Royalty Pharma PLC)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer and Chief Financial Officer chief executive officer, president or vice president of the Manager in which such officers shall state that: (or persons having equivalent functions) of the Manager, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) hereof are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) 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 the Closing DateTime.

Appears in 1 contract

Samples: Colony American Homes, Inc.

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 correctcorrect as of such date; and that 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.

Appears in 1 contract

Samples: Management Agreement (Silver Bay Realty Trust Corp.)

Manager Officers’ Certificate. The Representatives Representative shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: and of the chief financial or chief accounting officer of the Manager, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) are true and correct; correct with the same force and effect as though expressly made at and as of Closing Time and (ii) 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 DateTime.

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such on and as of the Closing Date or the Additional Closing Date, as the case may be, of the Chief Executive Officer chief executive officer and Chief Financial Officer the chief financial officer of the Manager in which such officers shall state that: confirming that the representations and warranties of the Manager in this Agreement are true and correct; correct and 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 the Closing Date or the Additional Closing Date, as the case may be.

Appears in 1 contract

Samples: Up Agreement (Sutherland Asset Management Corp)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: and of a Vice President or the Treasurer of the Manager, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) and 1(c) hereof are true and correct; correct with the same force and effect as though expressly made at and as of the Closing Date and (ii) 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 the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Ares Commercial Real Estate Corp)

Manager Officers’ Certificate. The Representatives shall have received a certificate, dated such Closing Date, certificate of the Chief Executive Officer and Chief Financial Officer President or a Vice President of the Manager in which such officers shall state that: and of the chief financial or chief accounting officer of the Manager, dated as of the Closing Time, to the effect that (i) the representations and warranties of the Manager in this Agreement Section 1(b) are true and correct; correct with the same force and effect as though expressly made at and as of Closing Time and (ii) 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 DateTime.

Appears in 1 contract

Samples: Purchase Agreement (PennyMac Mortgage Investment Trust)

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