Buyer Certificate definition

Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.

Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (e) (insofar as clause (e) relates to Legal Proceedings involving the Buyer or the Transitory Subsidiary) of Section 5.3 is satisfied in all respects.

Buyer Certificate means a certificate delivered by the Buyer (without qualification as to knowledge, materiality or otherwise), signed on behalf of the Buyer by an authorized officer of the Buyer, to the effect that each of the conditions specified in clauses (a) and (b) of Section 7.2 is satisfied in all respects.

Examples of Buyer Certificate in a sentence

• The Buyer shall indemnify the Indemnifying Stockholders in respect of, and hold them harmless against, any and all Damages incurred or suffered by the Indemnifying Stockholders resulting from, relating to or constituting any misrepresentation, breach of warranty or failure to perform any covenant or agreement of the Buyer or the Transitory Subsidiary contained in this Agreement or the Buyer Certificate.

• Buyer shall have delivered to Seller a certificate of good standing for Buyer issued by the State of Delaware dated within thirty (30) business days prior to the Closing Date ("Buyer Certificate of Good Standing").

• The Buyer shall deliver on the Closing Date a certificate to this effect, referred to as the Buyer Certificate of Representations and Warranties.

• Until surrendered as contemplated by this Section 2.2, each Target Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a Buyer Certificate as contemplated by this Agreement.

• All representations and warranties contained in this Agreement, the Company Certificate or the Buyer Certificate shall (a) survive the Closing and any investigation at any time made by or on behalf of an Indemnified Party and (b) shall expire on the date one year following the Closing Date.

More Definitions of Buyer Certificate

Buyer Certificate shall have the meaning set forth in Section 6.2(d).

Buyer Certificate has the meaning set forth in Section 4.02(a).

Buyer Certificate has the meaning set forth in Section 9.2(c).

Buyer Certificate means the certificate attached as Exhibit C.

Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) and (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 7.3 is satisfied in all respects.

Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to an action, suit or proceeding involving, or a judgment, order, decree, stipulation or injection against, Buyer) of Section 5.2 is satisfied.

Buyer Certificate shall have the meaning ascribed to such term in Section 6.3(c). [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.