Certificate from Seller Clause Samples
The 'Certificate from Seller' clause requires the seller to provide a formal statement or document certifying certain facts or conditions related to the transaction. Typically, this certificate may confirm the seller's compliance with contractual obligations, the accuracy of representations and warranties, or the absence of undisclosed liabilities. By mandating such certification, the clause helps ensure transparency and accountability, giving the buyer additional assurance and a basis for recourse if the seller's statements prove inaccurate.
Certificate from Seller. Seller shall deliver to buyer a certificate, dated the Closing Date, signed by a duly authorized officer of seller certifying that:
(i) the representations and warranties made by seller herein or in any Exhibit or Schedule hereto remain true in all material respects on the Closing Date as though made on such date except for changes contemplated by the agreement;
(ii) Seller has performed and complied in all material respects with all agreements, covenants and conditions required by the agreement to be performed or complied with by seller on or prior to the Closing;
(iii) no litigation, proceedings or other actions are pending against or affecting the seller which have resulted or reasonably could be expected to result either in an action to enjoin or the prevention of the consummation of the transactions contemplated by the agreement;
(iv) Seller has received all consents required by the federal government, any state or local governmental body or any foreign government to the transactions contemplated by the agreement, and such consents are in full force and effect; and
(v) that from the date of this agreement through the Closing Date, seller has managed and conducted the Business in the ordinary course as heretofore managed and conducted as though no change of ownership of the business were contemplated, and has used commercially reasonable efforts to preserve all employee, vendor and customer relationships.
Certificate from Seller. Seller shall deliver to Buyer a certificate(s) attached as Exhibit 7.2(c), dated the Closing Date, signed by duly authorized officers of Seller certifying that:
(i) the representations and warranties made by Seller herein or in any Exhibit or Schedule hereto remain true in all material respects on the Closing Date as though made on such date except for changes contemplated by the Agreement; (ii) Seller has performed and complied in all material respects with all Agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or prior to the Closing;
(iii) no litigation, proceedings or other actions are pending or threatened against or affecting the Seller which have resulted or reasonably could be expected to result with or in an action to enjoin or the prevention of the consummation of the transactions contemplated by the Agreement; (iv) Seller has received all consents or made notifications required by the federal government, SEC, NASD, any state or local governmental body, or any other regulatory authority, to the transactions contemplated by the Agreement, and such consents are in full force and effect; and; (v) that from the date of this Agreement through the Closing Date, Seller have managed and conducted the Business in the ordinary course as heretofore managed and conducted as though no change of ownership of the Business were contemplated, and has used commercially reasonable efforts to preserve all employee, vendor and customer relationships.
Certificate from Seller. Seller shall deliver to Buyer a certificate, dated the Closing Date, and signed by a duly authorized officer of Seller certifying that:
(1) The representations and warranties made by Seller herein or in any Exhibit or Schedule hereto remain true in all material respects on the Closing Date as though made on such date except for changes contemplated by the Agreement;
(2) Seller have performed and complied in all material respects with all agreements, covenants and conditions required by the Agreement to be performed or complied with by Seller on or prior to the Closing;
(3) No litigation, proceedings or other actions are pending against or affecting the Seller which have resulted or reasonably could be expected to result either in an action to enjoin or the prevention of the consummation of the transactions contemplated by the Agreement; Kdills/vcg/imperial/apa.doc 3/7/08 - MAG - V. 1 Page Initialed: MO, GS
(4) Seller have received all consents required by the federal government, any state or local governmental body or any foreign government to the transactions contemplated by the Agreement, and such consents are in full force and effect; and
(5) That from the date of this Agreement through the Closing Date, Seller have managed and conducted the Business in the ordinary course as heretofore managed and conducted as though no change of ownership of the Business were contemplated, and has used commercially reasonable efforts to preserve all employee, vendor and customer relationships.