Common use of Buyer Certificates Clause in Contracts

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. There shall be delivered to the Shareholders and the PartnershipShareholders: (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."