Closing Certificate. Seller shall have delivered to Buyer a certificate, executed by an officer of Seller certifying to the satisfaction of the conditions specified in Section 6.1(b) above.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.)
Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by an officer of Seller Seller, certifying to the satisfaction of that the conditions specified set forth in Section 6.1(b6.02(a) aboveand Section 6.02(b) have been satisfied.
Appears in 4 contracts
Sources: Asset Purchase Agreement (Zevra Therapeutics, Inc.), Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Argenx Se)
Closing Certificate. Seller shall have delivered to Buyer a certificate, certificate duly executed by an authorized officer of Seller certifying to the satisfaction Seller, dated as of the Closing Date, certifying on behalf of Seller as to Seller’s compliance with the conditions specified set forth in Section 6.1(b6.2(a) above.and Section 6.2(b). -39-
Appears in 3 contracts
Sources: Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (American International Group, Inc.)
Closing Certificate. The Seller shall have delivered to Buyer a certificate, executed by an officer of Seller certifying execute and deliver to the satisfaction of Buyer the conditions specified in certificate required by Section 6.1(b) above6.2(c).
Appears in 3 contracts
Sources: Purchase Agreement (Dynegy Holdings Inc), Purchase Agreement (Dynegy Holdings Inc), Purchase Agreement (NRG Energy, Inc.)
Closing Certificate. Seller Purchaser shall have delivered to Buyer received a certificate, executed certificate signed by an authorized officer of Seller certifying as to the satisfaction of the conditions specified set forth in Section 6.1(b8.3(a) aboveand Section 8.3(b).
Appears in 3 contracts
Sources: Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Eastman Kodak Co)
Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, certificate duly executed by an authorized officer of Seller certifying to the satisfaction Buyer, dated as of the Closing Date, certifying on behalf of Buyer as to Buyer’s compliance with the conditions specified set forth in Section 6.1(b6.3(a) aboveand Section 6.3(b).
Appears in 3 contracts
Sources: Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (American International Group, Inc.)
Closing Certificate. Seller The Buyer shall have delivered to Buyer a certificate, executed by an officer of Seller certifying execute and deliver to the satisfaction of Seller the conditions specified in certificate required by Section 6.1(b) above6.3(c).
Appears in 3 contracts
Sources: Purchase Agreement (Dynegy Holdings Inc), Purchase Agreement (Dynegy Holdings Inc), Purchase Agreement (NRG Energy, Inc.)
Closing Certificate. Seller shall have delivered to Buyer received a certificate, executed certificate signed by an authorized officer of Seller Purchaser certifying as to the satisfaction of the conditions specified set forth in Section 6.1(b8.2(a) aboveand Section 8.2(b).
Appears in 3 contracts
Sources: Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Eastman Kodak Co), Stock and Asset Purchase Agreement (Eastman Kodak Co)
Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, executed certificate signed on behalf of Sellers by an executive officer of Seller certifying Sellers or the Company to the satisfaction effect of the conditions specified in Section 6.1(bclauses (a), (b) and (c) above.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (OCM HoldCo, LLC), Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.)
Closing Certificate. The Seller shall have delivered to Buyer received a certificatecertificate from Buyer, executed dated as of the Closing Date, signed by an officer of Seller Buyer, certifying to the satisfaction of that the conditions specified in Section 6.1(bSections 6.2(a) aboveand (b) have been fulfilled.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (C-Cor Inc)
Closing Certificate. Seller Sellers shall have delivered to received a certificate signed on behalf of Buyer a certificate, executed by an executive officer of Seller certifying Buyer to the satisfaction effect of the conditions specified in Section 6.1(bclauses (a) and (b) above.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (OCM HoldCo, LLC), Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.)
Closing Certificate. Seller shall have delivered to Buyer a certificate, executed by an officer of Seller certifying to the satisfaction certificate dated as of the Closing Date and signed on its behalf by its President or other authorized officer as to compliance with the conditions specified set forth in Section 6.1(b) aboveSections 7.1 and 7.2.
Appears in 2 contracts
Sources: Partnership Interest Purchase Agreement (Fairpoint Communications Inc), Partnership Interest Purchase Agreement (Fairpoint Communications Inc)
Closing Certificate. Seller Buyer shall have delivered to Buyer received at the Closing a certificate, executed certificate signed on behalf of Seller and the Company by an the a duly authorized officer of Seller and the Company (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying to the satisfaction of that the conditions specified set forth in Section 6.1(b6.2(a)(i) aboveand Section 6.2(a)(ii) have been satisfied.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, executed certificate signed on behalf of Sellers by an executive officer of Seller certifying Sellers or the Company to the satisfaction effect of the conditions specified in Section 6.1(bclause (a) above.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.)
Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificate, executed signed by an executive officer of Seller and dated as of the Closing Date, certifying as to the satisfaction of the conditions specified matters set forth in Section 6.1(b6.01(a), Section 6.01(b) aboveand Section 6.01(c).
Appears in 2 contracts
Sources: Business Combination Agreement (Alternus Clean Energy, Inc.), Business Combination Agreement (Clean Earth Acquisitions Corp.)
Closing Certificate. Seller and the Company shall have delivered to received at the Closing a certificate signed on behalf of Buyer by a certificate, executed by an duly authorized officer of Seller Buyer (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying to the satisfaction of that the conditions specified set forth in Section 6.1(b6.3(a) aboveand Section 6.3(b) have been satisfied.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)
Closing Certificate. Seller Sellers shall have delivered to received a certificate signed on behalf of Buyer a certificate, executed by an executive officer of Seller certifying Buyer to the satisfaction effect of the conditions specified in Section 6.1(bclause (a) above.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Gaming & Leisure Properties, Inc.)
Closing Certificate. Seller shall have delivered to Buyer furnished Purchaser with a certificate, executed by an a duly authorized officer of Seller each Seller, certifying to the satisfaction matters set forth in Sections 7.1(c) and 7.1(d) as of the conditions specified in Section 6.1(b) aboveClosing Date.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (PayPal Holdings, Inc.), Purchase and Sale Agreement (PayPal Holdings, Inc.)
Closing Certificate. The Seller shall have delivered to Buyer a certificate, executed by an executive officer of Seller Seller, certifying that, to the satisfaction knowledge of such executive officer, each of the conditions specified set forth in Section 6.1(bSections 6.01(a), (b) aboveand (g) has been satisfied.
Appears in 1 contract
Sources: Asset Purchase Agreement (Activant Solutions Inc /De/)
Closing Certificate. Seller Purchaser shall have delivered to Buyer Seller, at or prior to Closing, in form and substance reasonably satisfactory to Seller, a certificate, certificate validly executed on behalf of Purchaser by an a duly authorized officer of Seller Purchaser, certifying to the satisfaction of that the conditions specified set forth in Section 6.1(b4.2(b)(i) aboveand Section 4.2(b)(ii) have been satisfied.
Appears in 1 contract
Closing Certificate. Seller shall have delivered to Buyer a certificate, executed dated as of the Closing Date and signed on behalf of Seller by an officer of Seller certifying to appropriate senior officer, confirming the satisfaction by Seller of the conditions specified set forth in Section 6.1(bSections 10.4.a(i) aboveand 10.4.a(ii) (without qualification as to knowledge or materiality or otherwise).
Appears in 1 contract
Closing Certificate. Seller The Buyer shall have delivered to Buyer received a certificatecertificate from the Seller, executed dated the Closing Date, signed by a director or an executive officer of the Seller certifying to confirming the satisfaction of the conditions specified set forth in Section 6.1(b7.2(a) aboveand Section 7.2(b).
Appears in 1 contract
Sources: Share Purchase and Subscription Agreement (ReneSola LTD)
Closing Certificate. Seller Buyer shall have delivered to Buyer Sellers a certificate, executed signed by an executive officer of Seller certifying Buyer, to the satisfaction effect that each of the conditions specified in Section 6.1(b7.03(b) abovehas been satisfied.
Appears in 1 contract
Sources: Share Purchase Agreement (Hydrofarm Holdings Group, Inc.)
Closing Certificate. The Seller shall have delivered to Buyer the Purchaser a certificate, certificate executed by an authorized officer of the Seller certifying as to the satisfaction of the conditions specified set forth in Section 6.1(b6.2(b) aboveand Section 6.2(c).
Appears in 1 contract
Closing Certificate. Seller Purchaser shall have delivered to Buyer Seller a certificate, executed dated the Closing Date and signed by an a duly authorized officer of Seller certifying to the satisfaction of Seller, confirming that the conditions specified set forth in Section 6.1(b6.02(b) aboveand (c) have been satisfied (the “Purchaser Certificate”).
Appears in 1 contract
Sources: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)
Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificate, executed dated the Closing Date and signed by an a duly authorized officer of Seller certifying to the satisfaction of Seller, confirming that the conditions specified set forth in Section 6.1(b6.01(c) aboveand (d) have been satisfied (the “Seller Certificate”).
Appears in 1 contract
Sources: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)
Closing Certificate. Seller shall have delivered to Buyer a certificate, certificate executed by an officer of Seller certifying to the satisfaction effect that each of the conditions specified above in Section 6.1(b6.01(a) above- (f) is satisfied in all respects.
Appears in 1 contract
Sources: Asset Purchase Agreement (Phoenix Footwear Group Inc)
Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, executed certificate dated as of the applicable Closing Date and signed on its behalf by an authorized officer of Seller certifying Buyer as to the satisfaction of the conditions specified set forth in Section 6.1(b) above7.1 and Section 7.2.
Appears in 1 contract
Sources: Partnership Interest Purchase Agreement (Consolidated Communications Holdings, Inc.)
Closing Certificate. Seller shall have delivered to received a duly executed certificate signed on behalf of Buyer by a certificate, executed by an duly authorized officer of Seller Buyer, in form and substance reasonably satisfactory to Seller, dated as of the Closing Date certifying as to the satisfaction of matters set forth in Sections 7.1 and 7.2 (the conditions specified in Section 6.1(b) above“Buyer Closing Certificate”).
Appears in 1 contract
Closing Certificate. Seller Sellers’ Representative shall have delivered to received a duly executed certificate signed on behalf of Buyer a certificate, executed by an executive officer of Seller Buyer, in form and substance reasonably satisfactory to Sellers’ Representative, dated as of the Closing Date certifying as to the satisfaction of matters set forth in Sections 7.02(a) and 7.02(b) (the conditions specified in Section 6.1(b) above“Buyer Closing Certificate”).
Appears in 1 contract
Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, executed by an officer Certificate of Seller the Buyer's Secretary certifying as to the satisfaction due adoption by the Buyer's Board of Directors of resolutions authorizing the conditions specified in Section 6.1(b) above.transactions contemplated by this Agreement. ARTICLE IX INDEMNIFICATION 9.1
Appears in 1 contract
Sources: Asset Purchase Agreement (Osborn Communications Corp /De/)
Closing Certificate. Seller Sellers shall have delivered to Buyer a certificate, executed certificate signed by an authorized officer of Seller certifying each Seller, dated as of the Closing Date, to the satisfaction of the conditions specified effect set forth in Section 6.1(b) above7.1.
Appears in 1 contract
Closing Certificate. Seller Buyer shall have delivered to Buyer received at the Closing a certificate, executed certificate signed on behalf of Seller by an a duly authorized officer of Seller Seller, certifying to the satisfaction of the conditions specified set forth in Section 6.1(b9.2(a), Section 9.2(b) aboveand Section 9.2(e) have been satisfied.
Appears in 1 contract
Closing Certificate. The Seller shall have delivered to Buyer the Company a certificate, executed dated as of the Closing Date and signed by an officer authorized person of Seller the Seller, certifying to the satisfaction of effect that the conditions specified set forth in Section 6.1(b5.2(a) abovehave been satisfied.
Appears in 1 contract
Sources: Stock Purchase Agreement (Atkore International Group Inc.)
Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificate, dated the Closing Date and executed by an authorized officer or manager of Seller Seller, as applicable, certifying as to the satisfaction fulfillment of the conditions specified in Section 6.1(bSections 5.1(a) aboveand 5.1(b).
Appears in 1 contract
Sources: Purchase and Sale Agreement (Hallador Petroleum Co)
Closing Certificate. Seller shall have delivered to Buyer Purchaser and the Escrow Agent a certificatecertificate in a form satisfactory to Purchaser, duly executed by an officer of Seller certifying Seller, to the satisfaction of effect that the conditions specified set forth in Section 6.1(b5(a)(vii) aboveare satisfied.
Appears in 1 contract
Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, duly executed by an officer certificate signed on behalf of Seller by a duly authorized officer thereof, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date certifying as to the satisfaction of matters set forth in Sections 6.1 and 6.2 (the conditions specified in Section 6.1(b) above“Seller Closing Certificate”).
Appears in 1 contract
Closing Certificate. Seller shall have delivered to Buyer received a certificatecertificate of Buyer, executed dated as of the Closing Date and signed by an officer of Seller Buyer, certifying as to the satisfaction fulfillment of the conditions specified set forth in this Section 6.1(b) above8.
Appears in 1 contract
Sources: Asset Purchase and License Agreement (Calypte Biomedical Corp)
Closing Certificate. Seller shall have delivered to Buyer a certificate, executed by an officer Certificate of Seller Seller's Secretary certifying as to the satisfaction due adoption by its Board of Directors and stockholders of resolutions authorizing the conditions specified in Section 6.1(b) abovetransactions contemplated by this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Osborn Communications Corp /De/)
Closing Certificate. The Seller shall have delivered to Buyer the Purchaser a certificate, certificate executed by an authorized executive officer of Seller the Seller, dated as of the Principal Closing Date, certifying as to the satisfaction of the conditions specified set forth in Section 6.1(b6.2(a) aboveand Section 6.2(b).
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)
Closing Certificate. Seller shall have delivered to received at the Closing a certificate signed on behalf of Buyer by a certificate, executed by an duly authorized officer of Seller Buyer (solely in his or her capacity as such and not in his or her personal capacity, and without personal liability), certifying to the satisfaction of that the conditions specified set forth in Section 6.1(b5.3(a) aboveand Section 5.3(b) have been satisfied.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.)
Closing Certificate. Seller shall have delivered to received at the Closing a certificate signed on behalf of Buyer by a certificate, executed by an duly authorized officer of Seller Buyer, certifying to the satisfaction of the conditions specified set forth in Section 6.1(b9.3(a) aboveand Section 9.3(b) have been satisfied.
Appears in 1 contract
Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, executed certificate signed on behalf of Seller by an executive officer of Seller certifying or the Companies to the satisfaction effect of the conditions specified in Section 6.1(bclauses (a) and (b) above.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Boyd Gaming Corp)
Closing Certificate. Seller The Purchaser shall have delivered to Buyer the Seller a certificate, certificate executed by an authorized officer of Seller the Purchaser certifying as to the satisfaction of the conditions specified set forth in Section 6.1(b6.3(b) aboveand Section 6.3(c).
Appears in 1 contract
Closing Certificate. Seller shall will have delivered to Buyer a certificate, executed dated the Closing Date and signed by an officer of Seller Seller, certifying to the satisfaction of that the conditions specified set forth in Section 6.1(bSection 6.1(a) abovehave been met.
Appears in 1 contract
Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, executed signed by an executive officer of Seller certifying Buyer, to the satisfaction effect that each of the conditions specified in Section 6.1(b7.03(a) aboveand (b) has been satisfied.
Appears in 1 contract
Sources: Unit Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)
Closing Certificate. Seller shall have delivered to Buyer a certificate, executed signed by an executive officer of Seller certifying Seller, to the satisfaction effect that each of the conditions specified in Section 6.1(b7.02(a), (b) aboveand (c), has been satisfied.
Appears in 1 contract
Sources: Unit Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)
Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificate, certificate executed by an authorized officer of Seller certifying to the satisfaction Seller, dated as of the Closing Date, certifying that the conditions specified set forth in Section 6.1(bSections 5.2(a), (b) aboveand (c) have been satisfied.
Appears in 1 contract
Sources: Asset Purchase Agreement (Scott's Liquid Gold - Inc.)
Closing Certificate. Seller Sellers shall have delivered to Buyer a certificate, in form and substance reasonably acceptable to Purchaser and executed by an a duly authorized officer of Seller each Seller, certifying as to the satisfaction of each of the conditions specified set forth in clauses (a) through (c) of this Section 6.1(b) above8.3.
Appears in 1 contract
Sources: Asset Purchase Agreement (Performance Sports Group Ltd.)
Closing Certificate. Seller shall have delivered to received a certificate signed on behalf of Buyer a certificate, executed by an officer one of Seller certifying to the satisfaction of its duly authorized officers and stating that the conditions specified set forth in Section 6.1(bSections 9.02(a) aboveand 9.02(b) shall have been satisfied.
Appears in 1 contract
Closing Certificate. Seller shall have delivered to Buyer received a certificate, executed by certificate of an officer of Seller Purchaser, dated as of the Closing Date and in form and substance reasonably satisfactory to Seller, certifying to the satisfaction fulfillment of the conditions specified set forth in Section 6.1(b) aboveSections 7.1 and 7.2.
Appears in 1 contract
Closing Certificate. Seller Sellers shall have delivered to Buyer a certificate, executed signed by such Seller or an executive officer of Seller certifying such Seller, to the satisfaction effect that each of the conditions specified in Section 6.1(b7.02(b) abovehas been satisfied.
Appears in 1 contract
Sources: Share Purchase Agreement (Hydrofarm Holdings Group, Inc.)
Closing Certificate. Seller shall have delivered to received a certificate signed on behalf of Buyer a certificate, executed by an executive officer of Seller certifying Buyer to the satisfaction effect of the conditions specified in Section 6.1(bclauses (a) and (b) above.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Boyd Gaming Corp)
Closing Certificate. The Seller Member shall have delivered to Buyer received a certificate, certificate duly executed by an officer Purchaser and containing the representation and warranty of Seller certifying to the satisfaction of Purchaser that the conditions specified set forth in Section 6.1(b) aboveSections 7.1 and 7.2 have been satisfied.
Appears in 1 contract