Common use of Bring Down Certificates Clause in Contracts

Bring Down Certificates. Promptly following each date after the Commencement Date that the Registration Statement or the Prospectus shall be amended or supplemented (other than by a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Shares) and upon any date specified in a Terms Agreement and any Resumption Date (each such Resumption Date and other such date referred to above, except as set forth in the proviso below, is collectively referred to as a “Bring-Down Delivery Date”), to furnish or cause to be furnished to the Manager Parties forthwith a certificate dated and delivered on such Bring-Down Date, in form satisfactory to the Manager Parties, to the effect that the statements contained in the certificate referred to in Section 6(g) hereof that was last furnished to the Manager Parties are true and correct as of such Bring-Down Delivery Date, as though made at and as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such Bring-Down Delivery Date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in Section 6(g) hereof, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless either (i)(A) such Current Report on Form 8-K is filed at any time during which either a prospectus relating to the Shares is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 thereunder or through compliance with Rule 172 thereunder or any similar rule) or at any time from and including the date of a Terms Agreement through and including the applicable Direct Settlement Date and (B) the Manager Parties have reasonably requested that such date be deemed to be a Bring-Down Delivery Date based upon the event or events reported in such Current Report on Form 8-K or (ii) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data that is considered “filed” under the Exchange Act (including, without limitation, any Filed Earnings Report or other Current Report on Form 8-K or part thereof filed by the Company with the Commission under the Exchange Act pursuant to Item 2.02 of Regulation S-K of the Commission); provided further, however, that the obligation of the Company under this Section 4(n) shall be deferred during any Suspension Period and shall resume upon the applicable Resumption Date.

Bring Down Certificates. Promptly following each date after (a) Upon the Commencement Date that receipt by NorthStar Healthcare of the Registration Statement or Midwest Care Interests described in Section 1.6(b) (the Prospectus shall be amended or supplemented (other than by a prospectus supplement filed pursuant to Rule 424(b) under the Securities Act relating solely to the offering of securities other than the Shares) and upon any date specified in a Terms Agreement and any Resumption Date (each such Resumption Date and other such date referred to above, except as set forth in the proviso below, is collectively referred to as a “Bring-Down Delivery Midwest Care Interest Receipt Date”), (i) each of the Manager and Midwest Holdings shall deliver to furnish or cause the Company, NorthStar and NorthStar Healthcare a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Manager and Midwest Holdings set forth in this Agreement and as to the performance by each of the Manager and Midwest Holdings of all of its obligations hereunder to be furnished performed on or prior to the Midwest Care Interest Receipt Date, and (ii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Manager Parties forthwith and Midwest Holdings a certificate of its Chief Executive Officer and Chief Financial Officer, dated and delivered on such Bring-Down as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in form satisfactory this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date. (b) On the Midwest Care Interest Receipt Date (i) each Individual Party shall deliver to the Company, NorthStar and NorthStar Healthcare a certificate signed by such Individual Party, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of such Individual Party set forth in this Agreement and as to the performance by of such Individual Party of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date, and (ii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Individual Parties a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Midwest Care Interest Receipt Date, as to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the Midwest Care Interest Receipt Date. (c) Upon the closing date of the Golden Pond Transaction as described in Section 1.1(a) (the “Golden Pond Transaction Closing Date”), (i) each of the Manager and Chain Bridge shall deliver to the Company, NorthStar and NorthStar Healthcare a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Golden Pond Transaction Closing Date, as to the accuracy of the representations and warranties of each of the Manager and Chain Bridge set forth in this Agreement and as to the performance by each of the Manager and Chain Bridge of all of its obligations hereunder to be performed on or prior to the Golden Pond Transaction Closing Date, and (ii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Manager Partiesand Chain Bridge a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the Golden Pond Transaction Closing Date, as to the effect that accuracy of the statements contained representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the Golden Pond Transaction Closing Date. (d) On the GP Indebtedness Repayment Date, (i) each of the Manager and Chain Bridge shall deliver to the Company, NorthStar and NorthStar Healthcare a certificate referred of its Chief Executive Officer and Chief Financial Officer, dated as of the GP Indebtedness Repayment Date, as to the accuracy of the representations and warranties of each of the Manager and Chain Bridge set forth in Section 6(gthis Agreement and as to the performance by each of the Manager and Chain Bridge of all of its obligations hereunder to be performed on or prior to the GP Indebtedness Repayment Date, and (ii) hereof that was last furnished each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Manager Parties are true and correct Chain Bridge a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of such Bring-Down Delivery the GP Indebtedness Repayment Date, as though made at to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as of such Bring-Down Delivery Date (except that such statements shall be deemed to relate to the Registration Statement performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be performed on or prior to the GP Indebtedness Repayment Date. (e) On the NorthStar Golden Pond Distribution Date and the Prospectus as amended Casualty Event Date, (i) each of the Manager and supplemented Chain Bridge shall deliver to such Bring-Down Delivery Date) orthe Company, in lieu of such certificate, NorthStar and NorthStar Healthcare a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the same tenor NorthStar Golden Pond Distribution Date, as the certificate referred to in Section 6(g) hereof, modified as necessary to relate to the Registration Statement accuracy of the representations and warranties of each of the Manager and Chain Bridge set forth in this Agreement and as to the performance by each of the Manager and Chain Bridge of all of its obligations hereunder to be performed on or prior to the NorthStar Golden Pond Distribution Date and the Prospectus as amended and supplemented to the time of delivery of such certificate; provided, however, that the filing of a Current Report on Form 8-K will not constitute a Bring-Down Delivery Date unless either (i)(A) such Current Report on Form 8-K is filed at any time during which either a prospectus relating to the Shares is required to be delivered under the Securities Act (whether physically, deemed to be delivered pursuant to Rule 153 thereunder or through compliance with Rule 172 thereunder or any similar rule) or at any time from and including the date of a Terms Agreement through and including the applicable Direct Settlement Casualty Event Date and (Bii) each of the Company, NorthStar and NorthStar Healthcare shall deliver to the Manager Parties have reasonably requested that such date be deemed and Chain Bridge a certificate of its Chief Executive Officer and Chief Financial Officer, dated as of the NorthStar Golden Pond Distribution Date and the Casualty Event Date, as to the accuracy of the representations and warranties of each of the Company, NorthStar and NorthStar Healthcare set forth in this Agreement and as to the performance by each of the Company, NorthStar and NorthStar Healthcare of all of its obligations hereunder to be a Bring-Down Delivery performed on or prior to the NorthStar Golden Pond Distribution Date based upon and the event or events reported in such Current Report on Form 8-K or (ii) such Current Report on Form 8-K contains capsule financial information, historical or pro forma financial statements, supporting schedules or other financial data that is considered “filed” under the Exchange Act (including, without limitation, any Filed Earnings Report or other Current Report on Form 8-K or part thereof filed by the Company with the Commission under the Exchange Act pursuant to Item 2.02 of Regulation S-K of the Commission); provided further, however, that the obligation of the Company under this Section 4(n) shall be deferred during any Suspension Period and shall resume upon the applicable Resumption Casualty Event Date.