Certificates of Seller. Seller shall have delivered to Buyer an officer’s certificate (signed on behalf of such company by its President) dated the Closing Date certifying the fulfillment of the conditions specified in Sections 7.1 and 7.2 hereof.
Certificates of Seller. Buyer shall have been provided with a certificate executed by the Sole Shareholder of Seller and executed on behalf of each Seller by its President to the effect that, as of the Closing Date:
(i) all representations and warranties made by such Seller in this Agreement are true and correct in all material respects; and
(ii) all covenants and obligations of this Agreement to be performed by such Seller on or before such date have been so performed in all material respects.
Certificates of Seller. Seller shall have delivered to Buyer a certificate, dated the Closing Date, certifying as to the fulfillment of the conditions specified in Sections 8.1 and 8.2 hereof.
Certificates of Seller. Buyer shall have received a certificate, dated the Effective Date, of Seller to the effect set forth in Sections 7.1 and 7.2 above.
Certificates of Seller. 39 9.5 Documents....................................................................39 9.6 Consents.....................................................................39 9.7 Opinion of Counsel to Seller.................................................39 9.8 H-R-A Act Waiting Periods....................................................39 9.9 No Material Adverse Change...................................................39 9.10 Key Employees................................................................39 9.11 Covenants Not to Compete.....................................................39
Certificates of Seller. Purchaser shall have received all certificates, instruments, agreements, and other documents to be delivered by Seller on or before the Closing Date pursuant to this Agreement.
Certificates of Seller. 19 3.5 Survival.............................................................19
Certificates of Seller. 23 10.7 Consents...................................................24
Certificates of Seller. Seller shall furnish Buyer with such certificates of its officers and others to evidence compliance with the conditions set forth in this Article X as may be reasonably requested by Buyer, which shall include, but not be limited to:
(a) A certificate executed by the corporate secretary of Seller certifying as of the Closing Date (i) a true and complete copy of the certificate of incorporation of Seller; (ii) a true and complete copy of the bylaws of Seller; (iii) a true and correct copy of the resolutions and/or minutes of meetings of the board of directors and of the shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the Seller's Ancillary Documents by Seller and the consummation of the Sale, the Contemplated Transactions and the other transactions contemplated hereby; and (iv) incumbency matters.
(b) A certificate executed by an officer of Seller certifying that, as of the Closing Date, the conditions set forth in Article X with respect to Seller have been satisfied;
(c) A copy of the certificate of incorporation of Seller and all amendments thereto, certified as of a recent date by the Secretary of State of the State of New Jersey;
(d) A certificate of good standing of Seller issued by the Secretary of State of the State of New Jersey;
(e) Any and all forms, certificates and/or other instruments required to pay the transfer, gains, sales, use and other conveyance Taxes and other Taxes and charges arising from the Sale and the Contemplated Transactions, together with evidence reasonably satisfactory to Buyer that such transfer Taxes and charges have been paid; and
(f) A certificate of non-foreign status with respect to Seller pursuant to section 1445 of the Code.
