Certificate of Executive Officers Clause Samples
The Certificate of Executive Officers clause requires designated senior company officials to formally attest to certain facts or compliance matters on behalf of the organization. Typically, this involves the executives signing a certificate that confirms the accuracy of financial statements, compliance with contractual obligations, or the fulfillment of specific conditions precedent. By mandating such certification, the clause provides assurance to the other party that key representations have been reviewed and verified at the highest level, thereby reducing the risk of misrepresentation and enhancing accountability.
Certificate of Executive Officers. Buyer shall have received a certificate executed by the Seller Management and each of the Target Entities by the most senior executive officer of each of the Target Entities certifying that the conditions set forth in this Section 7.02 have been satisfied.
Certificate of Executive Officers. Parent shall have received a certificate dated as of the Closing Date, validly executed by each of the Chief Executive Officer and Chief Financial Officer of the Company, in such respective capacities, to the effect that, each such officer, severally and not jointly, represents and warrants to Parent and Sub as of the Closing that (i) he has read the representations and warranties of the Company set forth in ARTICLE II of this Agreement and the Disclosure Schedule attached hereto and (ii) to his actual knowledge, such representations and warranties taken as a whole (as modified by the Disclosure Schedule) do not contain any untrue statement of a material fact, or omit to state any material fact necessary in order to make such representations and warranties taken as a whole (as modified by the Disclosure Schedule) in light of the circumstances under which they were made, not misleading.
Certificate of Executive Officers. At the Closing Time, there shall not have been, since the date of this Agreement or since the date of the latest audited financial statements incorporated by reference in the Prospectus, any Material Adverse Effect, and the Underwriters shall have received a certificate of the Chairman, the Chief Executive Officer, the President or any Vice President of the Company and of the Chief Financial Officer or the chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such Material Adverse Effect with respect to the Company, (ii) the representations and warranties made by the Company in Section 1 this Agreement were true and correct when made and are true and correct with the same force and effect as though expressly made at and as of the Closing Time, and (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time.