Manager’s Certificates Clause Samples

Manager’s Certificates. A certificate from NJJ Holding (signed by an authorised signatory): (i) certifying that each copy document relating to it specified in paragraphs (a) to (c) above is correct, complete and (to the extent executed) in full force and effect and has not been amended or superseded prior to the Closing Date; and (ii) confirming that guaranteeing the Total Commitments would not cause any borrowing, guarantee or security limit binding on it (as relevant) to be exceeded.

Manager’s Certificates. (A) A certificate executed by the Manager of the Company certifying that attached thereto are (A) a true, complete and correct copy of the Certificate of Formation of the Company, as amended, as in effect at the Closing, certified by an appropriate authority of the State of Delaware, (B) true, complete and correct copies of the Company Operating Agreement as in effect immediately prior to the Closing, (C) true, complete and correct copies of resolutions of the Company’s managers and members, respectively, authorizing the execution, delivery and performance by the Company of this Agreement and all other Company Transaction Documents and the transactions contemplated hereby and thereby, which resolutions have not been modified, rescinded or revoked, and (D) specimen signatures of the officers of the Company authorized to sign the Company Transaction Documents; (B) A certificate executed by the Manager of Cuattro certifying that attached thereto are (A) a true, complete and correct copy of the Certificate of Formation of Cuattro, as amended, as in effect at the Closing, certified by an appropriate authority of the State of Delaware, (B) true, complete and correct copies of the Operating Agreement of Cuattro, as in effect immediately prior to the Closing, (C) true, complete and correct copies of resolutions of Cuattro’s managers and members, respectively, authorizing the execution, delivery and performance by Cuattro of this Agreement and all other Member Transaction Documents and the transactions contemplated hereby and thereby, which resolutions have not been modified, rescinded or revoked, and (D) specimen signatures of the officers of Cuattro authorized to sign the Member Transaction Documents;

Manager’s Certificates. Each set of financial statements delivered to each holder of Notes pursuant to Section 8.1(a) or Section 8.1(b) shall be accompanied by a certificate of a Senior Officer setting forth: (a) Covenant Compliance -- the financial information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Section 7 (in each case where such Section imposes numerical financial requirements) as of the end of the period covered by the financial statements then being furnished (including with respect to such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence); and

Manager’s Certificates. Each Seller will have delivered to Buyer and the SPAC a certificate of the Managers of such Seller certifying: (i) the Certificate of Organization of such Seller; (ii) the Operating Agreement of such Seller; (iii) that (x) attached thereto are true and complete copies of all resolutions adopted by the Managers of such Seller authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated by this Agreement and to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby; and (y) all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

Manager’s Certificates. A certificate of EVP’s respective managers dated the Closing Date, certifying (i) that attached thereto are true and correct copies of EVP’s Articles of Organization and Operating Agreement and any amendments thereto, and the resolutions duly adopted by EVP’s Members authorizing EVP’s execution, delivery and performance of this Agreement, and (ii) the names, titles and signatures of all of EVP’s Members who sign documents on behalf of EVP’s in connection with this Agreement, certifying the authority of such Manager to do so.

Manager’s Certificates. Administrative Agent shall have received a certificate for each Credit Party, duly executed and delivered by such Credit Party’s secretary or assistant secretary, managing director, managing member or general partner, as applicable, as to: (i) resolutions of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation) then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Credit Documents applicable to such Person and the execution, delivery and performance of each Credit Document, in each case, to be executed by such Person; (ii) the incumbency and signatures of its Authorized Officers who will be signing Credit Documents; and (iii) each such Person’s Organization Documents, as amended, modified or supplemented as of Closing Date, certified by the appropriate officer or official body of the jurisdiction of organization of such Person, which certificates shall provide that each Secured Party may conclusively rely thereon until it shall have received a further certificate of the secretary, assistant secretary, managing director managing member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person.

Manager’s Certificates. Administrative Agent shall have received a certificate for each Credit Party, duly executed and delivered by a manager, managing member or Authorized Officer of such Credit Party, as to: (i) resolutions of such Credit Party’s sole member, board of managers, or other managing body, as applicable, then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the Credit Documents applicable to such Person and the execution, delivery and performance of each Credit Document, in each case, to be executed by such Credit Party; (ii) the incumbency and signatures of its Authorized Officers who will be signing Credit Documents; (iii) subject to Section 8,11, true, complete and correct copies of such Credit Party’s Organization Documents, as amended, modified or supplemented as of Closing Date, certified by the appropriate officer or official body of the jurisdiction of organization of such Person; and (iv) a certificate of good standing or letter or certificate of status (or the local equivalent thereof, if applicable) with respect to such Credit Party, dated as of a recent date acceptable to Administrative Agent, in its reasonable discretion, such certificate to be issued by the appropriate officer or official body of (A) the jurisdiction of organization of such Credit Party, and (B) if the Mortgaged Properties of such Credit Party are located in a state different than such Credit Party’s jurisdiction of organization, such state of location, in each case, which certificate shall indicate that such Credit Party is in good standing (or the local equivalent thereof, if applicable) in such jurisdiction, which certificates shall provide that each Secured Party may conclusively rely thereon until it shall have received a further certificate of a manager, managing member or Authorized Officer of such Credit Party canceling or amending the prior certificate of such Person.

Manager’s Certificates. Purchaser shall have delivered to Seller a certificate, dated as of the Closing Date and executed in the name and on behalf of Purchaser by the Managers of Purchaser, substantially in the form and to the effect of Exhibit "D" hereto, and a certificate, dated as of the Closing Date and executed by a Manager of Purchaser, substantially in the form and to the effect of Exhibit "E" hereto.

Manager’s Certificates. The Representative shall have received on each Closing Date a certificate from the Manager, addressed to the Underwriters and dated as of each Closing Date, signed by the President of the Manager, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Disclosure Package, the Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, and this Agreement and that the representations and warranties of the Manager in this Agreement are true and correct as of such Closing Date.