Certificate of the Buyer. Seller shall have been provided with a certificate executed on behalf of Buyer by an Executive Vice President to the effect that, as of the Closing:
(i) all representations and warranties made by Buyer in this Agreement are true and correct in all material respects on and as of the Closing as though such representations and warranties were made on and as of such time; and
(ii) all covenants and obligations of this Agreement to be performed by Bxxxx on or before the Closing have been so performed in all material respects.
Certificate of the Buyer. The Buyer shall have delivered to the Seller a certificate, executed by the Chief Executive Officer of the Buyer and dated as of the Closing Date, to the effect that the conditions specified above in Sections 11(a), 11(b) and 11(c) are satisfied in all respects.
Certificate of the Buyer. The Sellers shall be furnished with a certificate, dated the Closing Date and duly executed by the President or a Vice President of the Buyer and Metro to the effect that, to the best knowledge of the Buyer and Metro, the conditions set forth in Sections 6.1.1 and 6.1.2 have been satisfied; and
Certificate of the Buyer. The Seller shall have received a certificate dated as of the Closing Date executed by a duly authorized officer of the Buyer, in form and substance reasonably satisfactory to the Seller, certifying (i) the fulfillment of the conditions set forth in Sections 8.3(a), (b) and (c) and (ii) the solvency of the Buyer, including the accuracy, in all respects, as of the Closing Date and as of immediately following the Closing, of each of the representations and warranties set forth in Section 4.11;
Certificate of the Buyer. The Seller shall have received a ------------------------ certificate signed by an officer of the Buyer dated as of the date of the Closing and subject to no qualification certifying that the conditions set forth in this Article have been fully satisfied. Such certificate shall be deemed a representation and warranty of the Buyer hereunder.
Certificate of the Buyer. The Seller shall have received a certificate, validly executed for and on behalf of the Buyer and in its name by a duly authorized officer thereof, to the effect that, as of the Closing, the conditions to the obligation of the Seller to consummate the Transaction set forth in Section 8.3(a) and Section 8.3(b) hereof have been satisfied or fulfilled (unless otherwise waived by the Seller in accordance with the terms hereof).
Certificate of the Buyer. The Company and the Selling Stockholders shall have received a certificate, validly executed by the Chief Financial Officer of the Buyer for and on the Buyer's behalf, to the effect that, as of the Closing:
(i) all representations and warranties made by the Buyer in this Agreement (other than the representations and warranties of the Buyer as of a specified date, which were true and correct as of such date) were true and correct in all material respects on the date they were made and on and as of the Closing Date as though such representations and warranties were made on and as of such time;
(ii) all covenants and obligations under this Agreement to be performed or complied with by the Buyer on or before the Closing have been so performed or complied with in all material respects; and
(iii) the conditions to the obligations of the Company set forth in this Section 7.3 have been satisfied in full (unless otherwise waived in accordance with the terms hereof).
Certificate of the Buyer. The Parent shall have received a certificate executed by a duly authorized officer of the Buyer, in form and substance reasonably satisfactory to the Parent, certifying the fulfillment of the conditions set forth in Section 7.3(a) and (b).
Certificate of the Buyer. The Company shall have been provided ------------------------ with a certificate executed on behalf of the Parent and the Buyer by one of its executive officers to the effect that, as of the Closing:
(i) all representations and warranties made by the Parent and the Buyer in this Agreement are true and correct in all material respects; and
(ii) all covenants, obligations and conditions of this Agreement to be performed by the Parent and the Buyer on or before such date have been so performed.
Certificate of the Buyer. Seller has been provided with an Officer's certificate, a copy of which is enclosed as Exhibit G-1, executed on behalf of Buyer to the effect that, as of the Effective Date;
(a) all representations and warranties made by the Buyer in this Agreement are true and correct in all material respects; and
(b) all covenants and obligations of this Agreement to be performed by the Buyer on or before such date have been so performed in all material respects;
