Common use of Officer’s Certificate of the Issuer Clause in Contracts

Officer’s Certificate of the Issuer. The Representative shall have received a certificate, dated the Closing Date, of an authorized representative of the Issuer in which such representative, to his or her knowledge after due inquiry, shall state that (i) the representations and warranties of the Issuer in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and under the applicable Terms Agreement at or prior to the Closing Date, (iii) the representations and warranties of the Issuer in the Indenture are true and correct in all material respects as of the dates specified in the Indenture, (iv) the Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement have been issued and no proceedings for that purpose have been issued or are threatened by the Commission, (v) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Issuer’s business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (vi) the officer has reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best of the knowledge of such officer, the representation set forth in Section 4(a) hereof is true and correct.

Officer’s Certificate of the Issuer. The Representative 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 Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Issuer and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificatecertificate of the Chief Executive Officer and the Chief Financial Officer of the Issuer, in their respective capacities as such officers only, dated the Closing Date, of an authorized representative of the Issuer in which such representativeTime, to his or her knowledge after due inquiry, shall state the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Issuer in this Agreement are true and correct in all material respects on correct, with the same force and effect as though expressly made at and as of the Closing DateTime, (iiiii) the Issuer has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder and under the applicable Terms Agreement at or prior to the Closing DateTime, (iii) the representations and warranties of the Issuer in the Indenture are true and correct in all material respects as of the dates specified in the Indenture, (iv) the Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement have under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been issued instituted or are pending or, to their knowledge, threatened by the Commission, (v) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operation of the Issuer’s business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (vi) the officer has reviewed the Registration Statement, the Time of Sale Information and the Prospectus and, to the best of the knowledge of such officer, the representation set forth in Section 4(a) hereof is true and correct.