Common use of President's Certificate Clause in Contracts

President's Certificate. The Company shall have furnished to you on the Closing Date a certificate of its President, or other principal executive officer of the Company dated as of the Closing Date, to the effect that: (1) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate, threatened or contemplated by the Commission; no stop order suspending the qualification or registration of any of the Securities under the Blue Sky laws of any jurisdiction (whether or not a jurisdiction you shall have specified) has been issued, and no material proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate after reasonable investigation, threatened or contemplated by any jurisdiction; and the conditions, separately set forth in such certificate, contained in Section 9 hereof have been complied with in all material respects. (2) The respective signers and each other member of the Company's Board of Directors have each read the Registration Statement and Prospectus and any amendments and supplements thereto, and the Registration Statement and the Prospectus and any amendments and supplements thereto and all statements contained therein are true and correct in all material respects, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact re quired to be stated therein or necessary to make the statements therein not misleading and, since the effective date of the Registration Statement, they are not aware of any event required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus which has not been so set forth. (3) Except as reflected in the Registration Statement and Prospectus or any amendment or supplement thereto, since the respective dates as of which information is given in the Registration Statement and Prospectus or any amendment or supplement thereto and prior to the date of such certificate, (a) there has not been any material adverse change, financial or otherwise, in the affairs or condition of the Company and of its subsidiaries taken as a whole, and (b) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, otherwise than in the ordinary course of business. (4) There are no legal proceedings pending or, to the knowledge of the Company after reasonable investigation, threatened against the Company or any of its subsidiaries, of a character affecting the validity of this Agreement or required to be disclosed in the Prospectus which are not disclosed therein; there are no material transactions or contracts which are required to be sum marized therein which are not so summarized; and there are no material contracts or documents required to be filed as exhibits to the Registration Statement which are not so filed. (5) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no dividends or distribution whatever have been declared and/or paid on or with respect to any securities of the Company. (6) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not sustained any material loss or damage to its property, whether or not insured. (7) At and as of the Closing Date, the representations and warranties contained in Section 6 of this Agreement are true and correct in all material respects; the Company has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and the matters set forth in Section 9 of this Agreement have been satisfied and/or complied with, as applicable. (8) The Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole.

President's Certificate. The Company shall have furnished to you on the Closing Date a certificate of its President, or other principal executive officer of the Company dated as of the Closing Date, to the effect that: (1i) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate, threatened or contemplated by the Commission; no stop order suspending the qualification or registration of any of the Securities under the Blue Sky laws of any jurisdiction (whether or not a jurisdiction you shall have specified) has been issued, and no material proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate after reasonable investigationinquiry, threatened or contemplated by any jurisdiction; and the conditions, separately set forth in such certificate, contained in Section 9 8 hereof have been complied with in all material respects. (2ii) The respective signers and each other member of the Company's Board of Directors have each read the Registration Statement and Prospectus and any amendments and supplements thereto, and the Registration Statement and the Prospectus and any amendments and supplements thereto and all statements contained therein are true and correct in all material respects, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact re quired required to be stated therein or necessary to make the statements therein not misleading and, since the effective date of the Registration Statement, they are not aware of any event required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus which has not been so set forth. (3iii) Except as reflected in the Registration Statement and Prospectus or any amendment or supplement thereto, since the respective dates as of which information is given in the Registration Statement and Prospectus or any amendment or supplement thereto and prior to the date of such certificate, (a) there has not been any material adverse change, financial or otherwise, in the affairs or condition of the Company and of its subsidiaries taken as a whole, and (b) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, otherwise than in the ordinary course of business. (4iv) There are no legal proceedings pending or, to the knowledge of the Company after reasonable investigationinquiry, threatened against the Company or any of its subsidiaries, of a character affecting the validity of this Agreement or required to be disclosed in the Prospectus which are not disclosed therein; there are no material transactions or contracts which are required to be sum marized summarized therein which are not so summarized; and there are no material contracts or documents required to be filed as exhibits to the Registration Statement which are not so filed. (5v) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no dividends or distribution whatever have been declared and/or paid on or with respect to any securities of the Company. (6vi) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not sustained any material loss or damage to its property, whether or not insured. (7vii) At and as of the Closing Date, the representations and warranties contained in Section 6 of this Agreement are true and correct in all material respects; the Company has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and the matters set forth in Section 9 8 of this Agreement have been satisfied and/or complied with, are true and correct as applicabletherein set forth. (8) The Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole.

President's Certificate. The Company shall have furnished to you on the Closing Date a certificate of its President, or other principal executive officer of the Company dated as of the Closing Date, to the effect that: (1i) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate, threatened or contemplated by the Commission; no stop order suspending the qualification or registration of any of the Securities Shares under the Blue Sky laws of any jurisdiction (whether or not a jurisdiction you shall have specified) has been issued, and no material proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate after reasonable investigationinquiry, threatened or contemplated by any jurisdiction; and the conditions, separately set forth in such certificate, contained in Section 9 8 hereof have been complied with in all material respects. (2ii) The respective signers and each other member of the Company's Board of Directors have each read the Registration Statement and Prospectus and any amendments and supplements thereto, and the Registration Statement and the Prospectus and any amendments and supplements thereto and all statements contained therein are true and correct in all material respects, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact re quired required to be stated therein or necessary to make the statements therein not misleading and, since the effective date of the Registration Statement, they are not aware of any event required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus which has not been so set forth. (3iii) Except as reflected in the Registration Statement and Prospectus or any amendment or supplement thereto, since the respective dates as of which information is given in the Registration Statement and Prospectus or any amendment or supplement thereto and prior to the date of such certificate, (a) there has not been any material adverse change, financial or otherwise, in the affairs or condition of the Company and of its subsidiaries taken as a whole, and (b) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, otherwise than in the ordinary course of business. (4) There are no legal proceedings pending or, to the knowledge of the Company after reasonable investigation, threatened against the Company or any of its subsidiaries, of a character affecting the validity of this Agreement or required to be disclosed in the Prospectus which are not disclosed therein; there are no material transactions or contracts which are required to be sum marized therein which are not so summarized; and there are no material contracts or documents required to be filed as exhibits to the Registration Statement which are not so filed. (5) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no dividends or distribution whatever have been declared and/or paid on or with respect to any securities of the Company. (6) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not sustained any material loss or damage to its property, whether or not insured. (7) At and as of the Closing Date, the representations and warranties contained in Section 6 of this Agreement are true and correct in all material respects; the Company has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and the matters set forth in Section 9 of this Agreement have been satisfied and/or complied with, as applicable. (8) The Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole.and

President's Certificate. The Company shall have furnished to you on the Closing Date a certificate of its President, or other principal executive officer of the Company dated as of the Closing Date, to the effect that: (1) No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate, threatened or contemplated by the Commission; no stop order suspending the qualification or registration of any of the Securities under the Blue Sky laws of any jurisdiction (whether or not a jurisdiction you shall have specified) has been issued, and no material proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate after reasonable investigation, threatened or contemplated by any jurisdiction; and the conditions, separately set forth in such certificate, contained in Section 9 8 hereof have been complied with in all material respects. (2) The respective signers and each other member of the Company's Board of Directors have each read the Registration Statement and Prospectus and any amendments and supplements thereto, and the Registration Statement and the Prospectus and any amendments and supplements thereto and all statements contained therein are true and correct in all material respects, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact re quired to be stated therein or necessary to make the statements therein not misleading and, since the effective date of the Registration Statement, they are not aware of any event required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus which has not been so set forth. (3) Except as reflected in the Registration Statement and Prospectus or any amendment or supplement thereto, since the respective dates as of which information is given in the Registration Statement and Prospectus or any amendment or supplement thereto and prior to the date of such certificate, (a) there has not been any material adverse change, financial or otherwise, in the affairs or condition of the Company and of its subsidiaries taken as a whole, and (b) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, otherwise than in the ordinary course of business. (4) There are no legal proceedings pending or, to the knowledge of the Company after reasonable investigation, threatened against the Company or any of its subsidiaries, of a character affecting the validity of this Agreement or required to be disclosed in the Prospectus which are not disclosed therein; there are no material transactions or contracts which are required to be sum marized therein which are not so summarized; and there are no material contracts or documents required to be filed as exhibits to the Registration Statement which are not so filed. (5) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no dividends or distribution whatever have been declared and/or paid on or with respect to any securities of the Company. (6) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not sustained any material loss or damage to its property, whether or not insured. (7) At and as of the Closing Date, the representations and warranties contained in Section 6 of this Agreement are true and correct in all material respects; the Company has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and the matters set forth in Section 9 8 of this Agreement have been satisfied and/or complied with, as applicable. (8) The Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole.

President's Certificate. The Company shall have furnished to you on the Closing Date a certificate of its President, or other principal executive officer of the Company dated as of the Closing Date, to the effect that: (1) : No stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate, threatened or contemplated by the Commission; no stop order suspending the qualification or registration of any of the Securities under the Blue Sky laws of any jurisdiction (whether or not a jurisdiction you shall have specified) has been issued, and no material proceedings for such purpose have been commenced or are, to the knowledge of each signer of such certificate after reasonable investigation, threatened or contemplated by any jurisdiction; and the conditions, separately set forth in such certificate, contained in Section 9 8 hereof have been complied with in all material respects. (2) . The respective signers and each other member of the Company's Board of Directors have each read the Registration Statement and Prospectus and any amendments and supplements thereto, and the Registration Statement and the Prospectus and any amendments and supplements thereto and all statements contained therein are true and correct in all material respects, and neither the Registration Statement nor Prospectus nor any amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact re quired required to be stated therein or necessary to make the statements therein not misleading and, since the effective date of the Registration Statement, they are not aware of any event required to be set forth in an amendment to the Registration Statement or a supplement to the Prospectus which has not been so set forth. (3) . Except as reflected in the Registration Statement and Prospectus or any amendment or supplement thereto, since the respective dates as of which information is given in the Registration Statement and Prospectus or any amendment or supplement thereto and prior to the date of such certificate, (a) there has not been any material adverse change, financial or otherwise, in the affairs or condition of the Company and of its subsidiaries taken as a whole, and (b) the Company has not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, otherwise than in the ordinary course of business. (4) . There are no legal proceedings pending or, to the knowledge of the Company after reasonable investigation, threatened against the Company or any of its subsidiaries, of a character affecting the validity of this Agreement or required to be disclosed in the Prospectus which are not disclosed therein; there are no material transactions or contracts which are required to be sum marized summarized therein which are not so summarized; and there are no material contracts or documents required to be filed as exhibits to the Registration Statement which are not so filed. (5) . Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, no dividends or distribution whatever have been declared and/or paid on or with respect to any securities of the Company. (6) . Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, the Company has not sustained any material loss or damage to its property, whether or not insured. (7) . At and as of the Closing Date, the representations and warranties contained in Section 6 of this Agreement are true and correct in all material respects; the Company has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date, and the matters set forth in Section 9 8 of this Agreement have been satisfied and/or complied with, are true and correct as applicable. (8) therein set forth. The Company and each of its subsidiaries has such licenses, registrations, permits, approvals, qualifications and certificates of authority from the appropriate regulatory authorities as are necessary to transact its business as described in the Registration Statement and in the Prospectus in the jurisdictions in which the Company and each of its subsidiaries transacts its business or owns or leases property, and in which the failure to have such licenses, registrations, permits, approvals, qualifications and certificates could have a material adverse effect on the business, properties or results of operation of the Company and its subsidiaries taken as a whole.