Buyer Certificates Sample Clauses

Buyer Certificates. Buyer shall deliver to each Seller the certificates required by Sections 9.3(b) and (c) hereof.

Buyer Certificates. The certificates required by Section 9.3(a) and Section 9.3(b) hereof.

Buyer Certificates. Buyer shall furnish Seller with: (i) a certificate executed by the Secretary of Buyer certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Buyer and (B) incumbency matters with respect to Buyer; (ii) a certificate of the appropriate Governmental Entity certifying the status or Good Standing of Buyer in its jurisdiction of incorporation; and (iii) a certificate signed by an officer of Buyer as to the fulfillment of the conditions set forth in Section 6.2(a) and (b).

Buyer Certificates. There shall be delivered to the Shareholders and the Partnership: (1) a certificate executed by the President and Secretary of each of Buyer and EMI, dated the Closing Date, certifying that the conditions to be fulfilled by each of them set forth in this Section 5 have been fulfilled; (2) a certificate of incumbency for each of the Buyer and EMI executed by its President or any Vice President and by the Secretary or any Assistant Secretary of such entity, listing the officers of such entity authorized to execute (to the extent applicable) the Agreement and the other documents, certificates, schedules and instruments to be delivered on behalf of such entity, and their respective offices, and containing the genuine signature of each such person set forth opposite his name; and (3) good standing certificates and certified charter documents of each of them of recent date, from the Secretary of the State of the jurisdiction of incorporation of such entity and a copy of their respective By-Laws certified by an officer thereof. The certificates described in subsections (1), (2) and (3) above are hereafter referred to collectively as the "Buyer's Certificates."

Buyer Certificates. The Buyer shall have delivered to the Seller a certificate, dated the Closing Date and executed by the President or Chief Executive Officer of Buyer, substantially in the form set forth in Exhibit B-1 hereto, certifying that the matters set forth in Section 7.2(a) and (b) have been satisfied; and certificates, dated the Closing Date and executed by the Secretary of the Buyer, substantially in the form set forth in Exhibit B-2 hereto.

Buyer Certificates. Buyer and Buyer Parent shall deliver to the Partnership the certificates required by Sections 9.3(a) and (b).

Buyer Certificates. The Buyer shall have delivered to Sellers a certificate in the form set forth as Exhibit C attached hereto, dated the Closing Date, stating that the conditions specified in Sections 2.02(a), (b) and (d) have been satisfied;

Buyer Certificates. The following certificates: (i) A certificate (i) evidencing the accuracy of all representations and warranties of Buyer, (ii) evidencing the performance by Buyer of, or the compliance by Buyer with, all covenants and obligations required to be performed or complied with by Buyer as of the Closing, and (iii) otherwise facilitating the consummation of any of the Transactions; (ii) A certificate executed by the Secretary of Buyer certifying as of the Closing Date (I) a true and complete copy of the Organizational Documents of Buyer, (II) a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer and the consummation of the Transactions and (III) incumbency matters; and (iii) A certificate of the appropriate Secretary of State certifying the good standing of Buyer in its state of incorporation.

Buyer Certificates. Buyer shall deliver to Seller (i) an officer’s certificate dated as of the Closing Date, certifying on behalf of Buyer that the conditions set forth in Sections 7.2 and 7.3 have been satisfied and (ii) copies of the certificates of good standing (or other equivalent certificates) of Buyer, issued as of a recent date by the Secretary of State (or other Government Entity regulating business entities) of each entity’s jurisdiction of organization.

Buyer Certificates. To effect the Acquisition, Buyer will furnish the Sellers with such certificates of its officers and others as may be reasonably requested by the Sellers, which certificates shall include, but not be limited to: (i) a certificate executed by the Secretary or an Assistant Secretary of Buyer certifying as of the Closing Date (A) a true and complete copy of the Charter Documents of Buyer, (B) a true and complete copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby and thereby, and (C) incumbency matters; and (ii) a certificate of the Registrar of Joint Stock Companies of Nova Scotia certifying the good standing or status of Buyer in Nova Scotia.