Common use of Closing Certificate Clause in Contracts

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Retrophin, Inc.), Asset Purchase Agreement (Spark Therapeutics, Inc.), Asset Purchase Agreement (Rhythm Pharmaceuticals, Inc.)

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Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Retrophin, Inc.), Asset Purchase Agreement (Sarepta Therapeutics, Inc.), Asset Purchase Agreement (Spark Therapeutics, Inc.)

Closing Certificate. Seller shall have delivered to Buyer received a certificate, certificate from Purchaser dated the Closing Date and duly executed by Seller, certifying in such detail as Seller may reasonably request that the conditions set forth specified in Sections 6.2(a) 5.2.1 and 6.2(b) 5.2.2 hereof have been satisfiedfulfilled.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Advanced Polymer Systems Inc /De/), Escrow Agreement (Adams Respiratory Therapeutics, Inc.), Industrial Lease Agreement (Adams Laboratories, Inc.)

Closing Certificate. At the Closing, Seller shall have delivered to Buyer a certificate, certificate dated the date of the Closing Date and duly executed signed by Seller, certifying stating that the conditions set forth specified in Sections 6.2(aSection 7(a)(i) and 6.2(bSection 7(a)(ii) have been satisfiedsatisfied as of the Closing.

Appears in 3 contracts

Samples: Real Estate Purchase Agreement (Red White & Bloom Brands Inc.), Real Estate Purchase Agreement, Agreement and Plan of Merger (Red White & Bloom Brands Inc.)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(aSection 6.02(a) and 6.2(bSection 6.02(b) have been satisfied.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Argenx Se), Asset Purchase Agreement (Bluebird Bio, Inc.)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and certificate duly executed by an authorized officer of Seller, dated as of the Closing Date, certifying that on behalf of Seller as to Seller’s compliance with the conditions set forth in Sections Section 6.2(a) and Section 6.2(b) have been satisfied.). -39-

Appears in 3 contracts

Samples: Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (American International Group, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Seller a certificate signed by an authorized officer of Buyer a certificatestating that, dated as of the Closing Date and duly executed by SellerDate, certifying that the conditions set forth in Sections 6.2(a8.1.(a) and 6.2(b8.1.(b) have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerXxxxx, certifying that the conditions set forth in Sections 6.2(aSection 6.03(a) and 6.2(bSection 6.03(b) have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Bluebird Bio, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated as of the Closing Date and duly executed Date, signed by Sellerthe Managing Director of Buyer, certifying confirming that the conditions set forth in Sections 6.2(a9(a) and 6.2(b9(b) have been satisfied.

Appears in 2 contracts

Samples: Membership Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.), Membership Interests Purchase Agreement (Arc Logistics Partners LP)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a7.3(a) and 6.2(b7.3(b) have been satisfied.

Appears in 2 contracts

Samples: PRV Transfer Agreement (Gw Pharmaceuticals PLC), PRV Transfer Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Closing Certificate. Seller shall have delivered to Buyer received a certificate, dated the Closing Date and signed by a duly executed by Sellerauthorized officer of the Buyer, dated as of the Closing, certifying that each of the conditions set forth specified in Sections Section 6.2(a) and Section 6.2(b) have been fully satisfied.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer received from each Seller a certificate, certificate (dated the Closing Date and duly in form and substance reasonably satisfactory to Buyer) executed by each Seller, respectively, certifying that the conditions set forth specified in Sections 6.2(asubsection (b) and 6.2(b(c) of this Section 7.1 have been satisfiedfulfilled.

Appears in 2 contracts

Samples: Contribution and Membership Interest Purchase Agreement (Chardan 2008 China Acquisition Corp.), Contribution and Membership Interest (DJSP Enterprises, Inc.)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a7.2(a) and 6.2(b7.2(b) have been satisfied.

Appears in 2 contracts

Samples: PRV Transfer Agreement (Biohaven Pharmaceutical Holding Co Ltd.), PRV Transfer Agreement (Gw Pharmaceuticals PLC)

Closing Certificate. Seller shall have delivered to Buyer a certificatecertificate signed by an authorized officer of Seller stating that, dated as of the Closing Date and duly executed by SellerDate, certifying that the conditions set forth in Sections 6.2(a8.2.(a) and 6.2(b8.2.(b) have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated as of the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth condition specified in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Closing Certificate. Seller shall have delivered to Buyer received a certificatecertificate duly executed by an authorized officer of Buyer, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections Section 6.2(a) and Section 6.2(b) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Republic Airways Holdings Inc)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a6.02(a) and 6.2(b6.02(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marinus Pharmaceuticals, Inc.)

Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificatecertificate executed by an authorized officer of Seller, dated as of the Closing Date and duly executed by SellerDate, certifying that the conditions set forth in Sections 6.2(a5.2(a), (b) and 6.2(b(c) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Scott's Liquid Gold - Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBxxxx, certifying that the conditions set forth in Sections 6.2(aSection 6.03(a) and 6.2(bSection 6.03(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Argenx Se)

Closing Certificate. Seller shall have delivered to Buyer received a certificate, certificate dated as of the Closing Date and duly executed signed on behalf of Buyer by Seller, an authorized officer of Buyer certifying that the conditions set forth in Sections 6.2(a7.2(a), 7.2(b) and 6.2(b7.2(c) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (KORE Group Holdings, Inc.)

Closing Certificate. Seller shall have delivered to Buyer a certificate, certificate dated the Closing Date and duly executed by Seller, certifying to the effect that the conditions set forth condition specified in Sections 6.2(a6.2(b) and 6.2(b6.2(c) have has been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Closing Certificate. Seller shall will have delivered to Buyer a certificate, dated the Closing Date and duly executed signed by an officer of Seller, certifying that the conditions set forth in Sections 6.2(a) and 6.2(bSection Section 6.1(a) have been satisfiedmet.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dynatronics Corp)

Closing Certificate. Seller shall have delivered to Buyer received a certificatecertificate of Buyer, dated the Closing Date and signed by its duly executed by Sellerauthorized officer, certifying to the effect that the conditions set forth in Sections 6.2(a7.2(a) and 6.2(b(b) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aleris International, Inc.)

Closing Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate, dated certificate in form and substance satisfactory to the Closing Date Buyer and duly executed by SellerBuyer's counsel, certifying that the conditions set forth in each of Sections 6.2(a) 5.1, 5.2, and 6.2(b) 5.3 have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ply Gem Industries Inc)

Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificatecertificate from the Sellers, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Aleris International, Inc.)

Closing Certificate. Seller Sellers shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly validly executed by Selleron behalf of Buyer, certifying stating that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 1 contract

Samples: Share Purchase Agreement (Rekor Systems, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, signed by an officer of Buyer, dated as of the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth specified in Sections 6.2(aSection 7.3(a) and 6.2(bSection 7.3(b) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cott Corp /Cn/)

Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificatecertificate of Seller, dated as of the Closing Date and duly executed by SellerDate, certifying stating that the conditions set forth specified in Sections 6.2(a6.02(a) and 6.2(b6.02(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

Closing Certificate. Seller shall have delivered to Buyer a certificatecertificate signed by an officer of Seller, dated as of the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth specified in Sections 6.2(aSection 7.2(a) and 6.2(bSection 7.2(b) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cott Corp /Cn/)

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Closing Certificate. The Seller shall have executed and delivered to the Buyer a certificate, dated at and as of the Closing Date certificates, in form and duly executed by Sellersubstance satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions set forth specified in each of Sections 6.2(a) 7.2, 7.3 and 6.2(b) 7.5 have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Research Worldwide LTD)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by SellerDate, certifying that the conditions set forth specified in Sections 6.2(a) 5.1.1 and 6.2(b) 5.1.2 have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Infocrossing Inc)

Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificate, dated the Closing Date and signed by a duly executed by authorized officer of Seller, certifying confirming that the conditions set forth in Sections 6.2(aSection 6.01(c) and 6.2(b(d) have been satisfiedsatisfied (the “Seller Certificate”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. Seller Buyer shall have delivered (or be ready, willing and able to Buyer deliver at Closing) to Sellers a certificate, certificate dated the Closing Date and duly executed by Seller, certifying that the conditions set forth specified in Sections 6.2(a7.2(c) and 6.2(b7.2(d) have been satisfiedfulfilled.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Azure Midstream Partners, Lp)

Closing Certificate. Seller The Sellers shall have delivered to Buyer received a certificatecertificate of Buyer, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Aleris International, Inc.)

Closing Certificate. The Seller shall have delivered to the Buyer a certificate, dated the Closing Date and duly executed by the Seller, certifying that the conditions set forth specified in Sections 6.2(a) 8.1 and 6.2(b) 8.2 have been satisfiedfulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Debt Resolve Inc)

Closing Certificate. Seller Purchaser shall have delivered to Buyer Seller a certificate, dated the Closing Date and signed by a duly executed by authorized officer of Seller, certifying confirming that the conditions set forth in Sections 6.2(aSection 6.02(b) and 6.2(b(c) have been satisfiedsatisfied (the “Purchaser Certificate”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. Seller shall have delivered to Buyer received a certificate, dated the Closing Date and signed by a duly executed by Sellerauthorized officer of the Buyer, dated as of the Closing, certifying that each of the conditions set forth specified in Sections 6.2(a) Section 0 and 6.2(b) Section 0 have been fully satisfied.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

Closing Certificate. Seller shall Buyer will have delivered to Buyer the Sellers’ Representative a certificate, dated the Closing Date and duly executed Date, signed by Sellerthe appropriate representative(s) of Buyer, certifying confirming that each of the conditions set forth specified in Sections 6.2(a) 6.2.1 and 6.2(b) have been satisfied6.2.2 is satisfied in all respects.

Appears in 1 contract

Samples: Purchase and Sale Agreement (William Lyon Homes)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a6.03(a) and 6.2(b6.03(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marinus Pharmaceuticals, Inc.)

Closing Certificate. Seller Sellers shall have delivered to Buyer a certificate, dated the Closing Date and duly executed on behalf of Seller by Sellerthe Chief Executive Officer or Chief Financial Officer of the Company, certifying to the effect that each of the conditions set forth specified in Sections 6.2(a8.1(a) and 6.2(b(b) have been satisfiedsatisfied in all respects.

Appears in 1 contract

Samples: Acquisition Agreement (Proliance International, Inc.)

Closing Certificate. Seller The Buyer shall have executed and delivered to Buyer the Seller at and as of the Closing a certificate, dated in form and substance satisfactory to the Closing Date Seller and duly executed by the Seller's counsel, certifying to the effect that the conditions set forth in each of Sections 6.2(a) 8.2 and 6.2(b) 8.3 have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Research Worldwide LTD)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a4.2(a) and 6.2(b4.2(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomarin Pharmaceutical Inc)

Closing Certificate. The Seller shall have delivered to the Buyer a certificate, dated as of the Closing Date and duly executed Date, signed by the manager of the Seller, certifying certifying, in such detail as the Buyer may reasonably request, that the conditions set forth specified in Sections 6.2(a) and 6.2(b) 8.1 through 8.4 of this Agreement have been fully satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (First Indiana Corp)

Closing Certificate. Seller shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly validly executed by Selleron behalf of Acquiror, certifying stating that the conditions set forth in Sections 6.2(a7.3(a) and 6.2(b(b) have been satisfied.

Appears in 1 contract

Samples: Transaction Agreement (Wellcare Health Plans, Inc.)

Closing Certificate. Seller shall have delivered to Buyer in writing, at and as of the Closing, a certificate, dated the Closing Date certificate in form and duly executed by Seller, substance reasonably satisfactory to Buyer and Buyer’s counsel certifying that the conditions set forth in each of Sections 6.2(a) 7.1, 7.2, 7.3 and 6.2(b) 7.4 have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (CBRL Group Inc)

Closing Certificate. The Seller shall have delivered to Buyer received a certificatecertificate from the Buyer, dated the Closing Date and duly executed Date, signed by Sellerthe Buyer, certifying that confirming the satisfaction of the conditions set forth in Sections 6.2(aSection 7.3(a) and 6.2(b) have been satisfiedSection 7.3(b).

Appears in 1 contract

Samples: Share Purchase and Subscription Agreement (ReneSola LTD)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerDate, certifying that the conditions set forth specified in Sections 6.2(a) Section 5.2.1 and 6.2(b) 5.2.2 have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Infocrossing Inc)

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