Certificate of Sellers. The Sellers shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by the Sellers, in form and substance reasonably satisfactory to the Buyer and its counsel, to the effect that the conditions in each of Sections 6.1 and 6.2 hereof have been satisfied.
Certificate of Sellers. Buyer shall have been provided with a certificate executed by and on behalf of Seller by its Chief Executive Officer to the effect that, as of the Closing Date:
Certificate of Sellers. Sellers shall have delivered to Buyer a certificate certifying that the conditions set forth in Sections 6(a)(i) and (ii) above have been satisfied;
Certificate of Sellers. Buyer shall have received a certificate, validly executed by each Seller, who is not a natural person, certifying as to (i) the terms and effectiveness of its Organizational Documents and the good standing of such Seller, and (ii) the valid adoption of resolutions of its governing body and owners of the Transactions.
Certificate of Sellers. A certificate executed by each Seller, dated as of the Closing Date, certifying that the closing conditions specified in Sections 7.1(a) and (b) have been satisfied as to such Seller, except as disclosed in such certificate.
Certificate of Sellers. Sellers shall have delivered to Buyer a certificate, which shall be dated as of the Closing Date and which shall be signed by the Seller delivering same, certifying that (i) each and every covenant and agreement of Sellers contained in the Agreement to be performed by Sellers or by the Companies on or prior to the Closing Date has been performed by Sellers and (ii) the representations and warranties of Sellers contained in Section 2.01 hereof, and in any agreement, instrument or document delivered pursuant hereto or in connection herewith, were true and correct when made and are true and correct as of the Closing Date (except to the extent that any representation or warranty of Sellers specifically relates to an earlier date).
Certificate of Sellers. Bourjeaurd shall have received from Sellers that certain Certificate and Release, dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT O.
Certificate of Sellers. Buyer shall have received a certificate signed by the President and Treasurer of each of Sellers dated as of the Closing Date and subject to no qualification certifying that the conditions set forth in Sections 7.1, 7.2, 7.3, 7.8, 7.9 and 7.11 hereof have been fully satisfied. Such certificate shall be deemed a representation and warranty of Sellers and Stockholders under this Agreement.
Certificate of Sellers. Purchaser shall have received a certificate from Sellers dated as at the Closing Date: (a) certifying, without qualification or exception, that the conditions set forth in Sections 9.1 and 9.2 hereof have been fully satisfied; and (b) specifying in which respects, if any, the representations and warranties contained herein or in any certificate or other writing delivered pursuant hereto or in connection herewith are inaccurate on and as of the Closing Date. Such certificate shall be deemed a representation and warranty by Sellers. Notwithstanding anything herein to the contrary, Purchaser may waive any of the foregoing conditions in Section 9.2 hereof, or to the extent such conditions are imposed on PGM or Shareholders, in Section 9.1, or at Purchaser's option, cure any such noncompliance with such conditions and subject to such limitations as provided in Section 11.1.
Certificate of Sellers. Purchaser shall have received a certificate signed by a manager of each of the Sellers and dated as of the Closing Date certifying without qualification or exception that the conditions set forth in Section 8.1 and Section 8.2 hereof have been fully satisfied.
