Manager’s Certificate. Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:
(1) the identity of any Manager or Member hereof;
(2) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a Manager or in any other manner germane to the affairs of the Company;
(3) the persons who are authorized to execute and deliver any instrument or document of the Company; or
(4) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or any Member.
Manager’s Certificate. A certificate, dated such Option Closing Date, to the effect set forth in, and signed by the Executive Officers specified in, Section 5(f) hereof, except that the references in such certificate to the Closing Date shall be changed to refer to such Option Closing Date.
Manager’s Certificate. At the Closing Date, the Underwriter shall have received a certificate of each of the Chief Executive Officer and Chief Financial Officer of the Manager, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Manager in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, and (ii) the obligations of the Manager to be performed at or prior to the Closing Date under or pursuant to this Agreement have been duly performed.
Manager’s Certificate. At Closing Time, there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, or since the respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President or a Vice President of the Manager evidencing compliance with this subsection (f).
Manager’s Certificate. (a) Susanville shall have delivered to Purchaser a certificate of the Manager of Seller, certifying as of the Closing Date as to such matters as are customary for a transaction of the type contemplated hereby, including as to (i) Susanville's Constituent Documents and resolutions or minutes of all meetings of the members or managers of Susanville (with true and complete copies of which attached to such certificate), (ii) the authority of Susanville to enter into this Agreement (with a copy of resolutions attached to such certificate), and (iii) the incumbency signature of the officers of Susanville executing this Agreement and the other documents contemplated hereby.
(b) Seller shall have delivered to Purchaser a certificate of the manager or members of Seller, certifying as of the Closing Date as to such matters as are customary for a transaction of the type contemplated hereby, including as to (i) Seller's Constituent Documents and resolutions or minutes of all meetings of the members or managers or Board of Directors of Seller (with true and complete copies of which attached to such certificate), (ii) the authority of Seller to enter into this Agreement (with a copy of resolutions attached to such certificate), and (iii) the incumbency signature of the officers of Seller executing this Agreement and the other documents contemplated hereby.
Manager’s Certificate. The Manager must not issue a direction to the Trustee pursuant to clause 6.1(q) unless the Manager:
(a) (Compliance with Securities Laws): is satisfied that any offer for the issue, or any invitation to apply for the issue, of:
(i) the Class A-2 Notes and the Class B Notes:
A. is an offer of securities for issue, or is an invitation to apply for the issue of securities, which does not need disclosure to investors under Part 6D.2 of Chapter 6 of the Corporations Law; and
B. is made pursuant to an exemption from, or is not subject to, the registration requirements of the Securities Act; and
(ii) the Class A-1 Notes complies with:
A. the Financial Services Act, 1986 (United Kingdom), all regulations made under or in relation to that Act and the Public Offers of Securities Regulations 1995; and
B. the Securities Act, all regulations made thereunder and all other laws or regulations of any jurisdiction of the United States of America regulating the offer or the issue of, or the subscription for, the Class A-1 Notes. The Manager on becoming satisfied as to the above matters is entitled to rely conclusively, unless it has actual knowledge to the contrary, on, amongst other things, legal opinions or other advice issued to this effect to it or any representation or undertaking made to this effect in the applicable Dealer Agreement or Underwriting Agreement;
(b) (No breach by Relevant Seller of representations): is not actually aware that any representation or warranty made or taken to be made by the Relevant Seller in any Transaction Document in respect of the Series Trust is incorrect in any material respect on the Cut-Off Date as if repeated on that Cut-Off Date with reference to facts and circumstances then subsisting;
(c) (Breach of obligations by the Relevant Seller): is not actually aware that the Relevant Seller is in breach in any material respect of any of its obligations under this Deed (unless that breach has been remedied to the satisfaction of the Manager);
(d) (Insolvency Event for Relevant Seller): is not actually aware that an Insolvency Event has occurred in relation to the Relevant Seller (unless that event has been remedied to the satisfaction of the Manager); and
(e) (Other conditions precedent): is satisfied that such other conditions precedent to the issue of the Notes and the acceptance by the Trustee of the offer contained in the Sale Notice as are specified in the Transaction Documents have been met. ----------------------------------------...
Manager’s Certificate. THI shall have received an accurate certificate of the Manager of DE, dated the Closing Date, satisfactory in form and substance to THI and its counsel, certifying (a) as to the fulfillment of the matters specified in Sections 10.1 through 10.3, and (b) any changes that THI is required to be notified of pursuant to Section 7.4, or that previously had not been disclosed to THI.
Manager’s Certificate. The managing underwriter shall be an investment banking firm of nationally recognized standing, and shall be selected by (i) the Registrant within ten (10) business days after receipt of a Registration Notice, subject to approval of the Holder (which approval shall not be unreasonably withheld, delayed or conditioned), or (ii) if Registrant fails to deliver notice (the "Registrant's Designation Notice") to Holder of such selection within ten (10) business days after receipt of a Registration Notice, then by Holder subject to the reasonable approval of Registrant (which approval shall not be unreasonable withheld, delayed or conditioned) (the "Manager"), and Holder shall deliver written notice (the "Holder's Designation Notice") of such selection within ten (10) business days after expiration of the ten (10) day period in which Registrant is entitle to give notice. The Registrant's Designation Notice or the Holder's Designation Notice, as the cause may be, shall state that (i) the party delivering such notice and its proposed Manager have a good faith intention to commence promptly a Permitted Offering, and (ii) such proposed Manager in good faith believes that, based on the then-prevailing market conditions, it will be able to sell the Registrable Securities to the public in a Permitted Offering within one hundred twenty (120) days at a per share price equal to at least eighty percent (80%) of the then Fair Market Value of such shares.
Manager’s Certificate. Receipt by Lender of a certificate from the Manager(s) of Borrower, certifying to Lender that appropriate resolutions have been entered into by the Member(s) or Manager(s) of Borrower incident hereto and that the Manager(s) of Borrower whose signatures appear hereinbelow, on the other Loan Documents, and on any and all other documents, instruments and agreements executed in connection herewith, are duly authorized by the Member(s) or Manager(s) of Borrower for and on behalf of Borrower to execute and deliver this Agreement, the other Loan Documents and such other documents, instruments and agreements, and to bind Borrower accordingly thereby, all in form and substance acceptable to Lender.
Manager’s Certificate. IMS shall have delivered to PGIO a certificate, dated the Closing Date and signed by its manager, confirming the satisfaction of the conditions set forth in Section 6.2(i), (ii) and (iii) and such other matters as may be reasonably requested by PGIO.
