Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.
Seller’s Certificate. A certificate in the form attached hereto as SCHEDULE 7 (“Seller’s Certificate”), evidencing the reaffirmation of the truth and accuracy in all material respects of Seller’s representations, warranties, and agreements set forth in Section 4.1 hereof, with such modifications thereto as may be appropriate in light of any change in circumstance since the Effective Date;
Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entity, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1, 8.2 and 8.3 have been satisfied.
Seller’s Certificate. A certificate addressed to Buyer stating that the representations and warranties set forth in Section 14 are true and correct as of the Closing in all material respects or stating any exceptions thereto.
Seller’s Certificate. Sellers shall have delivered to Purchaser a certificate, dated the Closing Date and signed by Sellers, certifying to the fulfillment of the conditions specified in Sections 8 and 9.
Seller’s Certificate. If any express representation or warranty of Seller set forth in Section 8 hereof needs to be modified due to changes since the Effective Date, a certificate of Seller, dated as of the Closing Date and executed on behalf of Seller by a duly authorized representative thereof, identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller have any Liability to Buyer for, or be deemed to be in default hereunder by reason of any breach of a representation or warranty set forth in Section 8 hereof which results from any change that (i) occurs between the Effective Date and the Closing Date, and (ii) is either expressly permitted under the terms of this Agreement or beyond the reasonable control of Seller to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment of the conditions set forth in Section 5.1.1 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in any certificate of Seller delivered pursuant to this Section 6.2.4;
Seller’s Certificate. Seller shall have delivered to Buyer at the Closing a certificate of an officer or other authorized Representative of Seller, dated as of the Closing Date, certifying as to the matters set forth in Section 7.1 and Section 7.2.
Seller’s Certificate. A certificate from each Seller confirming that the representations and warranties of the respective Seller as set forth in this Agreement are true and correct in all material respects as of the date of Closing.
Seller’s Certificate. Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.1(a) and Section 7.1(b) have been satisfied.
Seller’s Certificate. A certificate in the form attached hereto as SCHEDULE 7 (“Seller’s Certificate”);
