Common use of Certificate of Buyer Clause in Contracts

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respects.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respects.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer by its President to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are true and complete in all material respectscomplete; and (ii) all covenants, obligations obligations, agreements and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsperformed.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are true and complete in all material respectscomplete; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsperformed.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date:. (i) all representations and warranties made by the Buyer in this Agreement are true and complete in all material respects; and; (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respects; and (iii) there are no pending negotiations with respect to any offer to acquire all or any portion of the business of Buyer.

Certificate of Buyer. Each Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer by its Chief Executive Officer to the effect that, as of the Closing DateClosing: (i) all representations and warranties made by Buyer in this Agreement are true and complete correct in all material respects; and (ii) all covenants, covenants and obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respects.;

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are true and complete correct in all material respectsrespects (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsperformed.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer by its President and Chief Financial Officer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in under this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed and complied with by Buyer on or before such date have been so performed in all material respectsperformed.

Certificate of Buyer. Seller shall have been provided with received a -------------------- certificate duly executed on behalf substantially in the form of attached Exhibit I, signed by Buyer to the effect that, and dated as of the Closing Date: (i) , to the effect that all representations and warranties made in this Agreement by Buyer are on the Closing Date true and correct in all respects and that Buyer has performed in all respects the agreements, conditions and covenants undertaken by Buyer in this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsprior to the Closing Date.

Certificate of Buyer. Seller Buyer shall have been provided with delivered to the Sellers a -------------------- certificate duly executed on behalf of Buyer Buyer, dated as of the date of Closing, and signed by its President and Secretary to the effect that, as of the Closing Date: that (i) all each of the representations and warranties made by of the Buyer in this Agreement are contained herein is true and complete in all material respects; and correct and (ii) Buyer has performed all covenants, obligations and conditions of complied with all covenants required by this Agreement to be performed and complied with by Buyer on or before such date have been so performed in all material respectsit prior to the Closing.

Certificate of Buyer. Seller shall have been provided with received a -------------------- certificate duly certificate, validly executed on behalf by an executive officer of Buyer for and on its behalf, to the effect that, as of the Closing Date: (i) all All representations and warranties made by Buyer in this Agreement were true and correct on the date of this Agreement and are true and complete in all material respects; andcorrect. (ii) all covenants, All obligations and conditions of under this Agreement to be performed or complied with by Buyer prior to or on or before such date the Closing Date have been so performed in all material respectsor complied with.

Certificate of Buyer. Seller shall have been provided with received a -------------------- certificate duly executed on behalf substantially in the form of attached Exhibit K, signed by Buyer to the effect that, and dated as of the Closing Date: (i) , to the effect that all representations representations, warranties and warranties covenants made in this Agreement by Buyer are on the Closing Date true and correct in all respects and that Buyer has performed in all respects the obligations, agreements and covenants undertaken by Buyer in this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsprior to the Closing Date.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer Parent by one of its executive officers to the effect that, as of the Closing DateClosing: (i) all representations and warranties made by Buyer and Parent in this Agreement are true and complete correct in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer and Parent on or before such date have been so performed in all material respectsperformed, including, but not limited to, payment of the Purchase Price.

Certificate of Buyer. Buyer shall deliver to Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect thatcertificate, as of dated the Closing Date: , signed by a duly authorized officer of Buyer certifying that: (i) all the representations and warranties made by Buyer herein or in this Agreement are any Exhibit hereto remain true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer respects on or before the Closing Date as though made on such date have been so performed in all material respects.except for changes contemplated by this Agreement; /s/[Initial] /s/ [Initial] Exhibit 2.5 - Pg. 4

Certificate of Buyer. Seller shall have been provided with received a -------------------- certificate duly executed on behalf substantially in the form of attached Exhibit I, signed by Buyer to the effect that, and dated as of the Closing Date: (i) , to the effect that all representations representations, warranties and warranties covenants made in this Agreement by Buyer are on the Closing Date true and correct in all respects and that Buyer has performed in all respects the obligations, agreements and covenants undertaken by Buyer in this Agreement are true and complete in all material respects; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsprior to the Closing Date.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate in a form mutually acceptable to both parties duly executed on behalf of Buyer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are true and complete correct in all material respectsrespects (without giving duplicative effect to any materiality standard contained in the terms of such representation or warranty); and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsperformed.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly of Buyer executed on behalf by the President or Chief Financial Officer of Buyer to the effect that, as of the Closing Date: : (i) all representations and warranties (as amended by any Supplement to the Schedule of Exceptions) made by Buyer in under this Agreement are true and complete in all material respects; and complete, and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respectsperformed.

Certificate of Buyer. Seller Buyer shall have been provided with delivered to Sellers a -------------------- certificate duly executed on behalf of Buyer to Buyer, dated the effect Closing Date, signed by its Chief Executive Officer or President or any of its Vice Presidents, certifying that, : (i) each and every representation and warranty made by it under this Agreement is true and accurate in all material respects as of the Closing Date: Closing; and (iii) all representations and warranties made by Buyer in this Agreement are true and complete has performed, in all material respects; and (ii) , at or prior to the Closing all covenants, obligations of the covenants and conditions of this Agreement agreements required to be performed by Buyer on it at or before such date have been so performed in all material respectsprior to the Closing pursuant to this Agreement.

Certificate of Buyer. Seller The Sellers shall have been provided with a -------------------- certificate duly executed on behalf of Buyer by a Vice President to the effect that, as of the Closing DateClosing: (i) all representations and warranties made by Buyer in this Agreement are true and complete correct in all material respects; and (ii) all covenants, covenants and obligations and conditions of this Agreement to be performed by Buyer on or before such date have been so performed in all material respects.

Certificate of Buyer. Seller shall have been provided with a -------------------- certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date: (i) all representations and warranties made by Buyer in this Agreement are were true and complete in all material respectsas of the Option Date; and (ii) all covenants, obligations and conditions of this Agreement to be performed by Buyer on or before such date the Closing Date have been so performed in all material respectsperformed.