Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 213 contracts
Samples: Note Purchase Agreement (Madison Gas & Electric Co), Note Purchase Agreement (Allete Inc), Master Note Purchase Agreement (BlackRock Capital Investment Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 60 contracts
Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/), Note Purchase Agreement (Ace Hardware Corp), Note Purchase Agreement (Allegheny Energy Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 50 contracts
Samples: Private Shelf Agreement (Graybar Electric Co Inc), Master Note Purchase Agreement (BlackRock Private Credit Fund), Master Note Purchase Agreement (Trinity Capital Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 29 contracts
Samples: Note Purchase Agreement, Master Note Purchase Agreement (Polaris Industries Inc/Mn), Master Note Purchase Agreement (Cerner Corp /Mo/)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 26 contracts
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc), Note and Guaranty Agreement (Oaktree Capital Group, LLC), Note and Guaranty Agreement (Oaktree Capital Group, LLC)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 19 contracts
Samples: Note Purchase Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Mine Safety Appliances Co), Note Purchase Agreement (Great Plains Energy Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 have been fulfilled.
Appears in 18 contracts
Samples: Note Purchase Agreement (Gladstone Commercial Corp), Note Purchase Agreement (Global Water Resources, Inc.), Note Purchase Agreement (Pebblebrook Hotel Trust)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.
Appears in 11 contracts
Samples: Note Purchase Agreement (Barings Capital Investment Corp), Note Purchase Agreement (ServisFirst Bancshares, Inc.), Note Purchase Agreement (ServisFirst Bancshares, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 10 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Golden State Water CO)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 9 contracts
Samples: Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.
Appears in 9 contracts
Samples: Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (National Health Investors Inc), Note Purchase Agreement (Barnes Group Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14B.1, 4.2 4B.2 and 4.9 4B.9 have been fulfilled.
Appears in 9 contracts
Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)
Officer’s Certificate. The Each Constituent Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 7 contracts
Samples: Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Industries Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser (i) an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 Section 4 of this Agreement have been fulfilled, and (ii) copies of all certificates and opinions required to be delivered to the Trustee under the Indenture in connection with the issuance of the Bonds, in each case, dated the date of the Closing.
Appears in 7 contracts
Samples: Bond Purchase Agreement (Essential Utilities, Inc.), Bond Purchase Agreement (Essential Utilities, Inc.), Bond Purchase Agreement (Essential Utilities, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.7 have been fulfilled.
Appears in 7 contracts
Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, and 4.9 have been fulfilled.
Appears in 6 contracts
Samples: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 6 contracts
Samples: Note Purchase Agreement (El Paso Electric Co /Tx/), Note Purchase Agreement (Pool Corp), Note Purchase Agreement (Alliance Data Systems Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled, in the form attached hereto as Exhibit 4.3(a).
Appears in 6 contracts
Samples: Master Note Purchase Agreement (Henry Schein Inc), Master Note Purchase Agreement, Master Note Purchase Agreement (Henry Schein Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 have been fulfilled.
Appears in 6 contracts
Samples: $100,000,000 Uncommitted Master Note Facility (Agree Realty Corp), $100,000,000 Uncommitted Master Note Facility (Agree Realty Corp), Note Purchase Agreement (Mid America Apartment Communities Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the such Supplemental Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 4.11 have been fulfilled.
Appears in 6 contracts
Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.9 and 4.9 4.10 have been fulfilled.
Appears in 5 contracts
Samples: Bond Purchase Agreement (Centerpoint Energy Inc), Bond Purchase Agreement, Bond Purchase Agreement
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled. If the Company shall have created, acquired or disposed of any Subsidiary or Subsidiaries during the period from the Execution Date through the Closing Date, then such Officer’s Certificate shall also certify, with respect to such Subsidiary or Subsidiaries, the information described in Section 5.4(a).
Appears in 5 contracts
Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)
Officer’s Certificate. The Company and the Guarantors shall have delivered to such Purchaser an Officer’s CertificateCertificates, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 5 contracts
Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty)
Officer’s Certificate. The Company (i) Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled;
(ii) Each Subsidiary Guarantor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 5 contracts
Samples: Note Purchase Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group Inc.), Note Purchase Agreement (Colliers International Group Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.
Appears in 5 contracts
Samples: Note Purchase Agreement (Westamerica Bancorporation), Note Purchase Agreement (Bindley Western Industries Inc), Note Purchase Agreement (Merrill Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the applicable Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 5 contracts
Samples: Bond Purchase Agreement (Centerpoint Energy Inc), Note Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.), Note Purchase Agreement (Questar Gas Co)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Supplemental Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 4.11 have been fulfilled.
Appears in 4 contracts
Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (Nfo Worldwide Inc), Note Purchase Agreement (WLR Foods Inc)
Officer’s Certificate. The Each of the Parent and the Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Master Note Purchase Agreement (United Stationers Inc), Master Note Purchase Agreement (United Stationers Inc), Master Note Purchase Agreement (Hunt J B Transport Services Inc)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc), Multi Currency Note Purchase and Private Shelf Agreement (Waters Corp /De/), Note Purchase Agreement (Lincoln Electric Holdings Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closingsuch Closing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)
Officer’s Certificate. The Each Principal Company shall have delivered to such Purchaser the Agent an Officer’s Certificate, dated the date as of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Credit Agreement (Dialogic Inc.), Credit Agreement (Tennenbaum Capital Partners LLC), Credit Agreement (Dialogic Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Note Purchase Agreement (Hauser Inc), Note Purchase Agreement (Harken Energy Corp), Note Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date Closing Date and signed by an appropriate officer of the Closingeach Purchaser, certifying that the conditions specified set forth in Sections 4.1, 4.2 and 4.9 this Section 3.2 have been fulfilledsatisfied on and as of such date.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Three Cities Offshore Ii Cv), Securities Purchase Agreement (Three Cities Fund Ii Lp), Securities Purchase Agreement (Terfin International LTD)
Officer’s Certificate. The Each of the Company and the Tenant shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 4 contracts
Samples: Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1§§4.01, 4.2 4.02 and 4.9 4.09 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date as of the Closing, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Conifer Holdings, Inc.), Note Purchase Agreement (Conifer Holdings, Inc.), Note Purchase Agreement (Conifer Holdings, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser Noteholder an Officer’s 's Certificate, dated the date of the ClosingEffective Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Agreement (Stepan Co), Note Agreement (Stepan Co), Note Agreement (Stepan Co)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.9 and 4.9 4.10 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Belden Inc), Note Purchase Agreement (Belden Inc), Note Purchase Agreement (Belden Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated on the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Conifer Holdings, Inc.), Note Purchase Agreement (Conifer Holdings, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections Section 4.1, 4.2 Section 4.2, Section 4.9, Section 4.11 and 4.9 Section 4.14 have been fulfilled.
Appears in 3 contracts
Samples: Bond Purchase Agreement (CMS Energy Corp), Bond Purchase Agreement (Consumers Energy Co), Bond Purchase Agreement (CMS Energy Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.9 and 4.9 4.14 have been fulfilled.
Appears in 3 contracts
Samples: Master Note Purchase Agreement (New Mountain Guardian III BDC, L.L.C.), Master Note Purchase Agreement (Crescent Capital BDC, Inc.), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingFunding Date, certifying that the conditions specified in Sections 4.15.1, 4.2 5.2 and 4.9 5.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date Closing Date, of an executive officer of Purchaser to the Closing, certifying effect that the conditions specified in Sections 4.1, 4.2 paragraphs (a) and 4.9 have been (b) above are fulfilled.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc), Stock Purchase Agreement (Depomed Inc)
Officer’s Certificate. The Company shall have delivered to such each Purchaser at the Closing an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Flow International Corp), Note Purchase Agreement (Optical Coating Laboratory Inc), Note Purchase Agreement (Paxar Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.6 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Talx Corp), Note and Guarantee Agreement (Gtech Holdings Corp), Note Purchase Agreement (Efunds Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (Wynn Resorts LTD), Note Purchase Agreement (Nestor Inc), Note Purchase Agreement (Wynn Resorts LTD)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the such Closing, certifying that (i) the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled, (ii) with respect to the Series A/B Closing only, the execution, delivery and performance of this Agreement are permitted under each Material Credit Facility, and (iii) and the issuance of the Notes hereunder are permitted under each Material Credit Facility.
Appears in 3 contracts
Samples: Multicurrency Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De), Multicurrency Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De), Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying on behalf of the Note Parties that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 3 contracts
Samples: Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.), Note Purchase Agreement (American Assets Trust, L.P.)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the Execution Date certifying that the conditions specified in Section 4.1 have been fulfilled and shall have delivered to you an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date Closing Date and signed by a duly authorized officer of the ClosingPurchaser, certifying that the conditions specified set forth in Sections 4.1, 4.2 Section 4.2.2 are satisfied on and 4.9 have been fulfilledas of such date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Zurich Insurance Co), Common Stock Purchase Agreement (Provident National Assurance Co Separate Account B)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Gas Natural Inc.), Note Purchase Agreement (John Bean Technologies CORP)
Officer’s Certificate. The Company Purchasers shall have delivered to such Purchaser received a certificate of an Officer’s Certificateofficer of the Company, dated the date as of the Closing, certifying to the effect that the conditions specified in Sections 4.1Section 5.2 and Section 5.3 as such conditions relate to the representations, 4.2 warranties and 4.9 covenants of the Company have been fulfilledsatisfied by the Company as of the Closing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Klaviyo, Inc.), Stock Purchase Agreement (Klaviyo, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1SECTIONS 4.1(A), 4.2 4.2(A) and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (St Joe Co), Note Purchase Agreement (St Joe Co)
Officer’s Certificate. The Company shall have delivered to such Purchaser (i) an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 Section 4 of this Agreement have been fulfilled, and (ii) copies of all certificates and opinions required to be delivered to the Trustee under the Indenture in connection with the issuance of the Bonds under the Indenture, in each case, dated the date of the Closing.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Minerals Technologies Inc), Note Purchase Agreement (Mettler Toledo International Inc/)
Officer’s Certificate. The Company shall have delivered to such the Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.13.1, 4.2 3.2 and 4.9 3.7 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Golden State Water CO), Note Purchase Agreement (Southern California Water Co)
Officer’s Certificate. (1) The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing or Subsequent Closing, certifying that as appropriate, in substantially the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilledform attached as Exhibit 4.3(a)(1) hereto.
Appears in 2 contracts
Samples: Note Purchase Agreement (Xo Holdings Inc), Note Purchase Agreement (Icahn Carl C)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 5.1.1 and 4.9 5.1.2 have been fulfilled.
Appears in 2 contracts
Samples: Senior Secured Notes Agreement (Canargo Energy Corp), Note Purchase Agreement (Canargo Energy Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the each Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Delmarva Power & Light Co /De/), Bond Purchase Agreement (Delmarva Power & Light Co /De/)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Senior Secured Super Priority Debtor in Possession Note Purchase Agreement (Real Industry, Inc.), Note Purchase Agreement (Turning Point Brands, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date received at Closing a certificate signed on behalf of the ClosingPurchaser by a duly authorized officer of the Purchaser and dated as of the Closing Date, certifying that the conditions specified set forth in Sections 4.1Section 7.3(a), 4.2 Section 7.3(b) and 4.9 Section 7.3(c) have been fulfilledsatisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Creek Road Miners, Inc.), Merger Agreement (Creek Road Miners, Inc.)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser Existing Noteholder an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note and Guarantee Agreement (Firstservice Corp), Note and Guarantee Agreement (Firstservice Corp)
Officer’s Certificate. The On the Closing Date, Company shall have delivered to such Purchaser Administrative Agent an Officer’s Certificate, dated the date Certificate of the Closing, Company certifying that the conditions specified set forth in Sections 4.1, 4.2 and 4.9 subsection 4.1N(ii) have been fulfilledmet.
Appears in 2 contracts
Samples: Credit Agreement (Bare Escentuals Inc), Term Loan Agreement (Bare Escentuals Inc)
Officer’s Certificate. The Company Each of the Transaction Entities shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 5.1 and 4.9 5.2 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Velocity Financial, Inc.), Note Purchase Agreement (Velocity Financial, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.8 and 4.9 4.11 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (MCG Capital Corp), Note Purchase Agreement (MCG Capital Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.. Xxxxx Xxxxxxxx Midstream/Energy Fund, Inc. Note Purchase Agreement
Appears in 2 contracts
Samples: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Officer’s Certificate. The Company shall have delivered to such the Purchaser an Officer’s Certificate, 's Certificate dated the date of the Closing, Closing Date certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 this Section 5.1 have been fulfilled.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Skiing Co /Me), Securities Exchange Agreement (American Skiing Co /Me)
Officer’s Certificate. The Parent and the Company each shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the such Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Encore Wire Corp /De/), Master Note Purchase Agreement (Encore Wire Corp /De/)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s CertificateCertificate (or a certificate from a person authorized by the board of directors (or equivalent governing body) of the Obligor to sign documents on behalf of the Obligor in connection with this Agreement), dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (UTi WORLDWIDE INC), Note Purchase Agreement (UTi WORLDWIDE INC)
Officer’s Certificate. The Company shall have delivered to such each Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Deltic Timber Corp), Note Purchase Agreement (Schulman a Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closingapplicable Closing Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Wausau Paper Corp.), Note Purchase and Private Shelf Agreement (Wausau Paper Corp.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Tampa Electric Co), Note Purchase Agreement (Tampa Electric Co)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Ugi Corp /Pa/), Master Note Facility (Henry Schein Inc)
Officer’s Certificate. The Company Purchaser shall have delivered to such Purchaser an Officer’s Certificatereceived a certificate, dated the date Closing Date and signed by the President or any Vice President and attested by the Secretary of the ClosingCompany, certifying that the conditions specified set forth in Sections 4.1, 4.2 4.1.1 and 4.9 have been fulfilled4.1.2 are satisfied on and as of such date.
Appears in 2 contracts
Samples: Common Stock Purchase Agreement (Zurich Insurance Co), Common Stock Purchase Agreement (Provident National Assurance Co Separate Account B)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 6.1.1 and 4.9 6.1.2 have been fulfilled.
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Canargo Energy Corp), Note and Warrant Purchase Agreement (Canargo Energy Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.1.1 and 4.9 4.1.2 have been fulfilled.
Appears in 2 contracts
Samples: Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (China Tel Group Inc)
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.10 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase and Guarantee Agreement (Physicians Realty Trust), Note Purchase and Guarantee Agreement (Physicians Realty Trust)
Officer’s Certificate. The Company shall have delivered to such each Purchaser an Officer’s Certificate, dated the date of the Closingsuch Closing Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)
Officer’s Certificate. The Company shall have delivered to such Initial Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.5 (if requested), 4.9, 4.11(b), 4.15, 4.20 and 4.9 4.24 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (REV Renewables, Inc.), Note Purchase Agreement (REV Renewables, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections Section 4.1, 4.2 4.3, 4.4 and 4.9 4.8 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Oncor Electric Delivery Co LLC), Note Purchase Agreement (Oncor Electric Delivery Co LLC)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closingsuch Closing Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.8 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc), Master Shelf Agreement (Mdu Resources Group Inc)
Officer’s Certificate. The Company shall have delivered to such each Purchaser an Officer’s 's Certificate, dated the date of the Closingsuch Closing Day, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co)
Officer’s Certificate. The Each of the Company and the Parent shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Luxottica Group Spa), Note Purchase Agreement (Luxottica Group Spa)
Officer’s Certificate. (i) The Company shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 and 4.9 4.11 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (United Asset Management Corp), First Amendment and Consent (United Asset Management Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the ClosingClosing Date, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.11 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Officer’s Certificate. The Each Constituent Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.6 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Brandywine Operating Partnership Lp /Pa), Note Purchase Agreement (Brandywine Realty Trust)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 4.2, 4.11 and 4.9 4.12 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Resource Partners Lp)
Officer’s Certificate. The Company Each of the Obligors shall have delivered to such Purchaser an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Lincoln Electric Holdings Inc), Note Purchase Agreement (Mondavi Robert Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the such applicable Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 4.2(a) and 4.9 4.11 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Steris Corp), Note Purchase Agreement (Steris Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (El Paso Electric Co /Tx/), Note Purchase Agreement (El Paso Electric Co /Tx/)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that (i) the conditions specified in Sections 4.1, 4.2 and 4.9 have been fulfilledfulfilled and (ii) the Indenture attached thereto (together with all amendments and supplements thereto, but exclusive of property exhibits, recording information and the like) is a true copy and in full force and effect.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Public Service Co of New Mexico), Bond Purchase Agreement (Texas New Mexico Power Co)
Officer’s Certificate. The Company Companies shall have delivered to such Purchaser you an Officer’s 's Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.1 and 4.2 and 4.9 have been fulfilled.
Appears in 2 contracts
Samples: Note Exchange Agreement (Mail Com Inc), Note Exchange Agreement (Mail Com Inc)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.1, 4.2 and 4.9 4.7 have been fulfilled.
Appears in 2 contracts
Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)
Officer’s Certificate. The Company shall have delivered to such Purchaser you an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 and 4.9 have been fulfilled.
Appears in 1 contract
Officer’s Certificate. The Company shall have delivered to such Purchaser the Paying Agent and each Lender an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections Section 4.1, 4.2 Section 4.2, Section 4.9, Section 4.11, the last sentence of Section 4.12 and 4.9 Section 4.13 have been fulfilled.
Appears in 1 contract
Samples: Credit Agreement (loanDepot, Inc.)
Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.1(a), 4.2 and 4.9 have been fulfilled.
Appears in 1 contract
Officer’s Certificate. The Company Each Obligor shall have delivered to such Purchaser an Officer’s Certificate, dated the date of the Closing, certifying that the conditions specified in Sections 4.14.2(a), 4.2 4.2(b) and 4.9 4.2(j) have been fulfilled.
Appears in 1 contract