Buyer's Certificates. The certificate of Buyer required under Article 4 hereof and a certificate of Buyer certifying as to the matters set forth in Section 8.1.
Buyer's Certificates. The president or a vice president of the Buyer will have executed and delivered to the Buyer a certificate to the effect that each of the conditions specified in Section 6.2(a) - (b) is satisfied in all respects. The secretary of the Buyer will have executed and delivered to the Seller a certificate certifying as to the incumbency of the officers of Buyer authorized to close the transactions contemplated by this Agreement, and Buyer will have delivered a certified copy of the appropriate proceedings of the Board of Directors of Buyer authorizing and approving this Agreement and the transactions and documents contemplated hereby.
Buyer's Certificates. There shall be delivered to Seller a certificate dated as of the Closing Date and signed by the President of Buyer to the effect set forth in Sections 9.1 and 9.2 as they relate to Buyer, which certificate shall have the effect of a representation and warranty made by Buyer on and as of the Closing Date.
Buyer's Certificates. Duly executed Buyer's Certificates; and
Buyer's Certificates. Buyer shall have delivered to Seller a certificate, dated the Closing Date and signed by an authorized representative, certifying as to its compliance with Sections 2.02(c) and (d);
Buyer's Certificates. Buyer shall execute, acknowledge and deliver to Seller the certificates dated as of Closing as required by the terms of Section 6.1.
Buyer's Certificates. Buyer shall have delivered to Seller a certificate, dated the Closing Date, signed on behalf of Buyer by its Chairman and Chief Executive Officer and its President and Chief Financial Officer, to the effect that the conditions set forth in Sections 6.3(c) and 6.3(d), respectively, have been satisfied.
Buyer's Certificates. There shall be delivered to each of the Sellers and the Shareholder:
(1) a certificate executed by the President and Secretary of each of the Buyer and QEC, 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 them 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 the Buyer and QEC of recent date, from the Secretary of the State of the jurisdiction of incorporation of such entity. The certificates described in subsections (1), (2) and (3) above are hereafter referred to collectively as the "Buyer's Certificates."
Buyer's Certificates. The certificate executed by the chief executive officer and secretary of Buyer and Designated Subsidiary required by Section 6.2(f).
Buyer's Certificates. If any representation or warranty of either Buyer set forth in Section 8 hereof needs to be modified due to changes since the Effective Date, a certificate of such Buyer addressed to Sellers, dated as of the Closing Date and executed on behalf of such Buyer 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 either Buyer have any Liability to either Seller 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 is beyond the reasonable control of such Buyer to prevent. The occurrence of a change in a representation or warranty which is permitted hereunder or is beyond the reasonable control of Buyers to prevent shall, if materially adverse to either Seller, constitute the non-fulfillment of the conditions set forth in Section 5.4.4 hereof. If, despite changes or other matters described in such certificate, the Closing occurs, any applicable Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;
