Common use of Certificate Clause in Contracts

Certificate. Seller shall execute and deliver to Buyer a certificate of an authorized officer of Seller, dated the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) of this Agreement have been satisfied.

Appears in 18 contracts

Samples: Purchase and Sale Agreement (Laclede Group Inc), Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Southern Union Co)

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Certificate. Seller Buyer shall execute and deliver to Buyer Seller a certificate of an authorized officer of SellerBuyer, dated the Closing Date, stating that the conditions specified in Sections 7.2(a7.1(a) and 7.2(b7.1(b) of this Agreement have been satisfied.

Appears in 17 contracts

Samples: Purchase and Sale Agreement (Southern Union Co), Purchase and Sale Agreement, Purchase and Sale Agreement

Certificate. Seller Buyer shall execute and deliver to Buyer have received a certificate of an authorized officer of Seller, dated the Closing Date, stating duly executed on behalf of Seller by an authorized signatory, to the effect that the conditions specified in Sections 7.2(aparagraphs (a) and 7.2(b(b) of this Agreement above have been satisfied.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Pemco Aviation Group Inc), Stock Purchase Agreement (Blue Earth Solutions, Inc.), Stock Purchase Agreement (Datameg Corp)

Certificate. Seller The Buyer shall execute and deliver to Buyer the Sellers a certificate of executed by an authorized officer of Sellerthe Buyer, dated as of the Closing Date, stating that the conditions specified in Sections Section 7.2(a) and Section 7.2(b) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

Certificate. Seller The Sellers shall execute and deliver to the Buyer a certificate of executed by an authorized officer of Sellereach of the Sellers, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(aSection 7.1(a), Section 7.1(b) and 7.2(bSection 7.1(c) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

Certificate. Seller shall execute and deliver to Buyer will have received a certificate of an dated the Closing Date and executed by a duly authorized officer of Seller, dated the Closing Date, stating Purchaser certifying that the conditions specified set forth in Sections 7.2(a8.2(a) and 7.2(b8.2(b) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Communications Systems Inc), Securities Purchase Agreement (Lantronix Inc)

Certificate. Seller shall execute and deliver to Buyer a certificate of an authorized officer official of Seller, dated the Closing Date, stating that the conditions specified in Sections 7.2(a8.3(a) and 7.2(b8.3(b) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement

Certificate. Seller Buyer shall execute and deliver to Buyer Seller a certificate of an authorized officer of SellerBuyer, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ugi Utilities Inc), Stock Purchase Agreement (PPL Corp)

Certificate. Buyer shall have delivered to Seller shall execute and deliver to Buyer a certificate dated as of an authorized the Closing Date and signed by a senior officer of Seller, dated the Closing DateBuyer on behalf of Buyer, stating that the conditions specified in Sections 7.2(aSection 7B(i) and 7.2(bSection 7B(ii) of this Agreement have been satisfied.. (iv)

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC), Purchase and Sale Agreement (Talen Energy Supply, LLC)

Certificate. Seller shall execute and deliver have delivered to Buyer a certificate dated as of an authorized the Closing Date and signed by a senior officer of Seller on behalf of Seller, dated the Closing Date, stating that the conditions specified in Sections 7.2(aSection 7A(i) and 7.2(bSection 7A(ii) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Precedent Agreement (New Jersey Resources Corp), Purchase and Sale Agreement (Talen Energy Supply, LLC)

Certificate. Seller shall execute and deliver to Buyer have received a certificate of an authorized officer of Sellercertificate, dated the Closing Date, stating that signed by an officer of Purchaser as to the satisfaction of the conditions specified contained in Sections 7.2(a) 7.1 and 7.2(b) of this Agreement have been satisfied7.2 hereof.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Aceto Corp), Asset Purchase Agreement (P&f Industries Inc)

Certificate. Seller Buyer and Parent shall execute and deliver to Buyer Seller a certificate of an authorized officer of SellerBuyer and Parent, dated the Closing Date, stating that the conditions specified in Sections 7.2(a8.2(a) and 7.2(b8.2(b) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement

Certificate. Seller shall execute and deliver to Buyer a certificate of an authorized officer of Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(a7.1(a) and 7.2(b7.1(b) of this Agreement have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (PPL Corp), Stock Purchase Agreement (Ugi Utilities Inc)

Certificate. Seller The Buyer shall execute and deliver to Buyer the Seller a certificate of executed by an authorized officer of Sellerthe Buyer, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(aSection 11.2(a) and 7.2(bSection 11.2(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Metlife Inc)

Certificate. Seller Sellers shall execute and deliver to Buyer a certificate of an authorized officer of each Seller, dated as of the Closing Date, Date stating that the conditions specified in Sections 7.2(aSection 6.1(a) and 7.2(bSection 6.1(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Appalachian Power Co)

Certificate. Seller shall execute and deliver to Buyer have furnished Purchaser with a certificate of an authorized officer of Seller, dated the Closing Date, stating Date signed by an authorized signatory of Seller to the effect that the conditions specified in Sections 7.2(a) and 7.2(bset forth clauses (a) of this Agreement Section 7.2 have been satisfied.

Appears in 1 contract

Samples: Membership Interest and Note Sale Purchase Agreement (NorthStar Real Estate Income II, Inc.)

Certificate. Seller Buyer shall execute and deliver to Buyer Sellers a ----------- certificate of an authorized officer of SellerBuyer, dated the Closing Date, stating that the conditions specified in Sections 7.2(a7.1(a) and 7.2(b7.1(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Atmos Energy Corp)

Certificate. Seller shall execute and deliver to have received from Buyer a certificate of an authorized officer of Sellercertificate, dated and effective as of the Closing Date, stating executed by a duly authorized officer of Buyer, certifying to Seller that Buyer has met the conditions specified contained in Sections 7.2(a) 7.1, 7.2 and 7.2(b) 7.4. Such certificate shall be accompanied by a copy of the resolutions of the Board of Managers of Buyer pertaining to the transactions contemplated in this Agreement have been satisfiedAgreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Energytec Inc)

Certificate. Seller shall execute and deliver have delivered to Buyer a certificate of an authorized officer of Seller, dated as of the Closing Date, stating to the effect that the conditions specified set forth in Sections 7.2(a) Section 9.1 and 7.2(b) of this Agreement Section 9.2 have been satisfied.

Appears in 1 contract

Samples: Master Transaction Agreement (Tangoe Inc)

Certificate. The Seller shall execute and deliver to the Buyer a certificate of executed by an authorized officer of the Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(aSection 11.1(a) and 7.2(bSection 11.1(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Metlife Inc)

Certificate. Seller Buyer shall execute and deliver to Buyer Seller a certificate of an authorized officer of SellerBuyer, dated the Closing Date, stating that the conditions specified in Sections 7.2(a7.1 (a) and 7.2(b7.1(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Baycorp Holdings LTD)

Certificate. Seller Sellers shall execute and deliver to Buyer a ----------- certificate of an authorized officer officers of SellerSellers, dated the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Atmos Energy Corp)

Certificate. Buyer shall have delivered to Seller shall execute and deliver to Buyer a certificate of an certificate, signed by a duly authorized officer of Seller, Buyer and dated the Closing Date, stating to the effect that the conditions specified set forth in Sections 7.2(aSection 7.2(b) and 7.2(bSection 7.2(c) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Omnibus Agreement (NextDecade Corp.)

Certificate. Seller shall execute and deliver have delivered to Buyer a certificate dated as of an authorized the Closing Date and signed by a senior officer of Seller on behalf of Seller, dated the Closing Date, stating that the conditions specified in Sections 7.2(aSection 7A(i) and 7.2(bSection 7A(ii) of this Agreement have been satisfied.. (iv)

Appears in 1 contract

Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC)

Certificate. The Seller shall execute and deliver have delivered to Buyer such Purchaser a certificate of an authorized officer of Sellerclosing certificate, dated as of the Closing DateDate and signed by its duly authorized officer, stating certifying to the effect that the conditions specified set forth in Sections 7.2(a6.2 (a) and 7.2(b(b) of this Agreement have been satisfied, the form of which is set forth in Schedule 2.

Appears in 1 contract

Samples: Share Purchase Agreement (Han Shaoyun)

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Certificate. Seller Buyer shall execute and deliver to Buyer Seller a certificate of an authorized officer of SellerBuyer, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(a6.2(a) and 7.2(b6.2(b) of this Agreement have been satisfied.. (d)

Appears in 1 contract

Samples: Asset Purchase Agreement (Talen Energy Supply, LLC)

Certificate. The Seller shall execute and deliver have delivered to Buyer the Purchaser a certificate certificate, dated as of the Closing Date, signed by an authorized officer of Seller, dated the Closing Date, stating that Seller confirming the satisfaction of the conditions specified contained in Sections 7.2(a7.02(a) and 7.2(b) of this Agreement have been satisfied(b).

Appears in 1 contract

Samples: Stock Purchase Agreement (Umb Financial Corp)

Certificate. Buyer shall have delivered to Seller shall execute and deliver to Buyer a certificate dated as of an authorized the Closing Date and signed by a senior officer of Seller, dated the Closing DateBuyer on behalf of Buyer, stating that the conditions specified in Sections 7.2(aSection 7B(i) and 7.2(bSection 7B(ii) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Precedent Agreement (New Jersey Resources Corp)

Certificate. Seller shall execute and deliver have delivered to Buyer Purchaser a certificate of an authorized officer of Sellercertificate, dated the Closing Date, stating that Date and signed by an appropriate officer of Seller certifying as to the fulfillment of the conditions specified set forth in Sections 7.2(aSubsections (a) and 7.2(b(b) of this Agreement have been satisfiedSection 7.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aquis Communications Group Inc)

Certificate. Seller The Buyer shall execute and deliver to Buyer the Sellers’ Representative a certificate of executed by an authorized officer of Sellerthe Buyer, dated as of the Closing Date, stating that the conditions specified in Sections Section 7.2(a) and Section 7.2(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cambrex Corp)

Certificate. Seller Sellers shall execute and deliver to Buyer a certificate of an authorized officer officers of SellerSellers, dated the Closing Date, stating that the conditions specified in Sections 7.2(a) and 7.2(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Citizens Communications Co)

Certificate. Seller shall execute and deliver have delivered to the Buyer a certificate of an authorized officer of Seller, dated the Closing Date, stating and signed by an authorized officer of Seller certifying that each of the conditions specified in Sections 7.2(a) and 7.2(b) of this Agreement 8.1 through 8.3 hereof have been satisfiedfulfilled.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Orbit E Commerce Inc)

Certificate. Seller Buyer shall execute and deliver to Buyer Sellers a certificate of an authorized officer of SellerBuyer, dated the Closing Date, stating that the conditions specified in Sections 7.2(a7.1(a) and 7.2(b7.1(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Citizens Communications Co)

Certificate. Seller Buyer shall execute and deliver to Buyer Sellers a certificate of an authorized officer of SellerBuyer, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(aSection 6.2(a) and 7.2(bSection 6.2(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Appalachian Power Co)

Certificate. Seller Buyer shall execute and deliver to Buyer Seller a certificate of an authorized officer of Sellerexecuted, dated as of the Closing Date, stating that the conditions specified in Sections Section 7.2(a) and Section 7.2(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Altus Power, Inc.)

Certificate. Seller shall execute and deliver to Buyer have furnished Purchaser with a certificate of an authorized officer of Seller, dated the Closing Date, stating signed on its behalf by an authorized signatory of Seller, to the effect that the conditions specified set forth in Sections 7.2(a) and 7.2(b(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Unit Purchase Agreement (Qwest Communications International Inc)

Certificate. Buyer shall have delivered to Seller shall execute and deliver to Buyer a certificate of an executed by a duly authorized officer of SellerBuyer, dated the Closing Datedate of the Closing, stating to the effect that the conditions specified set forth in Sections 7.2(asubsections (a) and 7.2(b(b) of this Agreement Section 7.2 have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Helpmate Robotics Inc)

Certificate. Seller shall execute and deliver to Buyer a certificate of an authorized officer of Seller, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(a6.1(a) and 7.2(b6.1(b) of this Agreement have been satisfied.. (d)

Appears in 1 contract

Samples: Asset Purchase Agreement (Talen Energy Supply, LLC)

Certificate. Seller Sellers shall execute and deliver to Buyer a certificate of an authorized officer of Sellercertificate, dated as of the Closing Date, stating that the conditions specified in Sections 7.2(aSection 7.1(a) and 7.2(bSection 7.1(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Altus Power, Inc.)

Certificate. The Seller shall execute and deliver have delivered to Buyer a certificate of an authorized officer of Sellercertificate, dated as of the Closing Date, and signed by an appropriate representative of the Company, stating that the conditions specified set forth in Sections 7.2(a8.2(a) and 7.2(b(b) of this Agreement have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intelligent Systems Corp)

Certificate. Seller shall execute and deliver have delivered to Buyer a certificate of an executed by a duly authorized officer of Seller, dated the Closing Datedate of the Closing, stating to the effect that the conditions specified set forth in Sections 7.2(asubsections (a) and 7.2(b(b) of this Agreement Section 7.1 have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Helpmate Robotics Inc)

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