Common use of Certificate of Seller Clause in Contracts

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Photogen Technologies Inc), Asset Purchase Agreement (Alliance Pharmaceutical Corp)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Interlink Computer Sciences Inc)

Certificate of Seller. Buyer shall have been provided with received from Seller a certificate executed on behalf of Seller by its Chief Executive Officer to the effect thatpresident and secretary of Seller, as dated the date of the Closing Date: (i) , certifying that to the best of their knowledge all representations and warranties made by Seller set forth in this Agreement are true true, complete, and correct in all material respects (except at and as of the Closing Date if made at that time, and that to the extent such representations best of their knowledge Seller has performed and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct complied in all material respects as of such earlier date); and (ii) with all agreements, covenants, obligations and conditions of required by this Agreement to be performed or complied with by Seller on at or before such date have been so performedthe Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Styling Technology Corp)

Certificate of Seller. Buyer shall have been provided with a certificate executed on behalf of Seller by its Chief Executive Officer and Chief Financial Officer to the effect that, as of the Closing Date: : (i) all representations and warranties made by Seller in this Agreement are true and correct in all material respects (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)correct; and (ii) all covenants, obligations and conditions of this Agreement and the Related Agreements to be performed by Seller on or before such date have been so performedperformed in all material respects; and (iii) since the date of signing this Agreement, there has not occurred any event that would have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intelius Inc)

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Certificate of Seller. Buyer shall have been provided with a certificate executed on behalf of Seller executed by its the President or Chief Executive Financial Officer of Seller to the effect that, as of the Closing Date: : (i) all representations and warranties (as amended by any Supplement to the Seller Disclosure Letter) made by Seller in under this Agreement are true and correct in all material respects (except to the extent such representations complete, 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 Seller on or before such date have been so performed.

Appears in 1 contract

Samples: Reorganization Agreement (Focus Enhancements Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Asa International LTD)

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