Directors' certification Sample Clauses

The Directors' certification clause requires the directors of a company to formally confirm or attest to certain facts, conditions, or compliance matters, typically in connection with a transaction or regulatory requirement. In practice, this may involve directors signing a certificate stating that all representations made in an agreement remain true as of a specific date, or that the company has fulfilled certain obligations. This clause serves to provide assurance to the other party or regulatory bodies that the company's leadership stands behind the accuracy and completeness of key information, thereby reducing risk and enhancing trust in the transaction or compliance process.
Directors' certification. If any two Authorised Signatories of the Substituted Obligor certify that immediately prior to the assumption of its obligations as Substituted Obligor under this Trust Deed the Substituted Obligor is solvent after taking account of all prospective and contingent liabilities resulting from its becoming the Substituted Obligor, the Trustee need not have regard to the financial condition, profits or prospects of the Substituted Obligor or compare the same with those of the Issuer (or of any previous substitute under this Clause 6.3);‌
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Directors' certification. If any two directors of the Substituted Issuer certify that immediately prior to the assumption of its obligations as Substituted Issuer under the Security Documents, the Notes and the other Documents the proposed Substituted Issuer is solvent after taking account of all prospective and contingent Liabilities resulting from its becoming the Substituted Issuer, the Note Trustee need not have regard to the financial condition, profits or prospects of the proposed Substituted Issuer or compare the same with those of the Issuer (or of any previous substitute under this Clause) or have regard to the possibility of avoidance of the Security or any part thereof on the grounds of insolvency or the proximity to insolvency, liquidation or some other event of the Substituted Issuer;
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Directors' certification. If any two directors of the Substituted Issuing Entity certify that immediately prior to the assumption of its obligations as Substituted Issuing Entity under the Security Documents, the Notes and the other Documents the proposed Substituted Issuing Entity is solvent after taking account of all prospective and contingent Liabilities resulting from its becoming the Substituted Issuing Entity, the Note Trustee need not have regard to the financial condition, profits or prospects of the proposed Substituted Issuing Entity or compare the same with those of the Issuing Entity (or of any previous substitute under this Clause 11) or have regard to the possibility of avoidance of the Security or any part thereof on the grounds of insolvency or the proximity to insolvency, liquidation or some other event of the Substituted Issuing Entity.
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Directors' certification. If any two directors of the Substituted Guarantor certify that immediately prior to the assumption of its obligations as Substituted Guarantor under this Trust Deed the Substituted Guarantor is solvent after taking account of all prospective and contingent liabilities resulting from its becoming the Substituted Guarantor, the Trustee need not have regard to the financial condition, profits or prospects of the Substituted Guarantor or compare the same with those of the Guarantor (or of any previous substitute under this Clause);
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Directors' certification. If any two Directors of the Substituted Issuer certify that immediately prior to the assumption of its obligations as Substituted Issuer under this Trust Deed the Substituted Issuer is solvent, after taking account of all prospective and contingent liabilities resulting from its becoming the Substituted Issuer, the Note Trustee need not have regard to the financial condition, profits or prospects of the Substituted Issuer or compare the same with those of the Issuer or any previous Substituted Issuer (as applicable) under this Clause 17.
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Directors' certification the Trustee shall be entitled to rely on a certificate signed by any two directors of the Substituted Obligor certifying that immediately prior to the assumption of its obligations as Substituted Obligor under this Trust Deed the Substituted Obligor is solvent after taking account of all prospective and contingent liabilities resulting from its becoming the Substituted Obligor and the Trustee may rely on such certification and shall not be required to have regard to the financial condition, profits or prospects of the Substituted Obligor or compare the same with those of the Issuer (or of any previous substitute under this Clause 16.3);
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Related to Directors' certification

  • Doctor's Certificate The Employer may require the employee to provide a doctor's certificate indicating the employee's general condition during pregnancy and the predicted delivery date.

  • Contractor’s Certifications A. Contractor certifies that it has not engaged in corrupt, fraudulent, collusive, or coercive practices in competing for or in executing the Contract. For the purposes of this Paragraph 10.05:

  • Manager Officers’ Certificate The Representatives shall have received a certificate, dated such Closing Date, of the Chief Executive Officer and Chief Financial Officer of the Manager in which such officers shall state that: the representations and warranties of the Manager in this Agreement are true and correct; the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date.

  • Annual Officer’s Certificate (a) Not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), the Servicer, at its own expense, will deliver to the Seller, the NIMS Insurer, the Master Servicer and the Sarbanes Certifying Party a Servicing Officer’s certificate stating, as to each signer thereof, that (i) a review of the activities of the Servicer during such preceding fiscal year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement for such year, or, if there has been a default in the fulfillment of all such obligations, specifying each such default known to such officers and the nature and status thereof including the steps being taken by the Servicer to remedy such default. (b) For so long as a certificate under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, (“▇▇▇▇▇▇▇▇-▇▇▇▇▇”) is required to be given on behalf of the Trust Fund, not later than the earlier of (i) March 15 of each calendar year (other than the calendar year during which the Closing Date occurs) or (ii) with respect to any calendar year during which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, 15 calendar days before the date on which the Depositor’s annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the Commission (or, in each case, if such day is not a Business Day, the immediately preceding Business Day), or at any other time that the Master Servicer or the Sarbanes Certifying Party provides a certification pursuant to ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and upon thirty (30) days written request of such parties, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the Master Servicer and the Sarbanes Certifying Party for the benefit of the Trust Fund and the Master Servicer and the Sarbanes Certifying Party and its officers, directors and affiliates, in the form of Exhibit F hereto.

  • Company Officers’ Certificate A certificate, dated such Date of Delivery, of the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true and correct as of such Date of Delivery.