Common use of Closing Certificate Clause in Contracts

Closing Certificate. The Seller shall have received a certificate dated the Closing Date and executed by authorized officers of Buyer to the effect that the conditions contained in Sections 4.2(a), 4.2(b) and 4.2(c) have been fulfilled.

Appears in 6 contracts

Samples: Purchase Agreement (Hammer Fiber Optics Holdings Corp), Purchase Agreement (Hammer Fiber Optics Holdings Corp), Purchase Agreement (Hammer Fiber Optics Holdings Corp)

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Closing Certificate. The Seller shall have received delivered to Buyer a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Seller, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b6.2(a) and 4.2(c6.2(b) have been fulfilledsatisfied.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Albireo Pharma, Inc.), Asset Purchase Agreement (Rhythm Pharmaceuticals, Inc.), Asset Purchase Agreement (Argenx Se)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Buyer, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c6.3(b) have been fulfilledsatisfied.

Appears in 6 contracts

Samples: Asset Purchase Agreement (Albireo Pharma, Inc.), Asset Purchase Agreement (Rhythm Pharmaceuticals, Inc.), Asset Purchase Agreement (Argenx Se)

Closing Certificate. The Seller shall have received a certificate from Purchaser dated the Closing Date and executed by authorized officers of Buyer to the effect certifying in such detail as Seller may reasonably request that the conditions contained specified in Sections 4.2(a), 4.2(b) 5.2.1 and 4.2(c) 5.2.2 hereof have been fulfilled.

Appears in 4 contracts

Samples: Industrial Lease Agreement (Adams Respiratory Therapeutics, Inc.), Escrow Agreement (Adams Respiratory Therapeutics, Inc.), Asset Purchase Agreement (Advanced Polymer Systems Inc /De/)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Seller, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 6.02(a) and 4.2(cSection 6.02(b) have been fulfilledsatisfied.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Argenx Se), Asset Purchase Agreement (Bluebird Bio, Inc.)

Closing Certificate. The At the Closing, Seller shall have received delivered to Buyer a certificate dated the date of the Closing Date and executed signed by authorized officers of Buyer to the effect Seller, stating that the conditions contained specified in Sections 4.2(a), 4.2(bSection 7(a)(i) and 4.2(cSection 7(a)(ii) have been fulfilledsatisfied as of the Closing.

Appears in 3 contracts

Samples: Real Estate Purchase Agreement (Red White & Bloom Brands Inc.), Agreement and Plan of Merger (Red White & Bloom Brands Inc.), Real Estate Purchase Agreement

Closing Certificate. The Seller Buyer shall have received delivered to the Seller in writing, at and as of the Closing, a certificate dated the Closing Date and duly executed by authorized officers of Buyer Buyer, in form and substance satisfactory to the Seller and the Seller's counsel, to the effect that the conditions contained in each of Sections 4.2(a), 4.2(b) 9.1 and 4.2(c) 9.2 have been fulfilledsatisfied.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Baker J Inc), Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Footstar Inc)

Closing Certificate. The Seller At the Closing, Buyer shall have received delivered to Seller a certificate dated the date of the Closing Date and executed signed by an authorized officers officer of Buyer to the effect Buyer, stating that the conditions contained specified in Sections 4.2(a), 4.2(bSection 7(b)(i) and 4.2(cSection 7(b)(ii) above have been fulfilledsatisfied.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Red White & Bloom Brands Inc.), Real Estate Purchase Agreement (Red White & Bloom Brands Inc.), Real Estate Purchase Agreement

Closing Certificate. The Seller shall have received a certificate certificate, dated the Closing Date and executed signed by a duly authorized officers officer of Buyer to the effect Buyer, dated as of the Closing, certifying that each of the conditions contained specified in Sections 4.2(a), 4.2(bSection 6.2(a) and 4.2(cSection 6.2(b) have been fulfilledfully satisfied.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

Closing Certificate. The Buyer shall deliver to Seller shall have received a certificate Closing Certificate dated as of the Closing Date and Date, executed by authorized officers an executive officer of Buyer to the effect Buyer, certifying that all of the conditions contained set forth in Sections 4.2(a), 4.2(b) and 4.2(c) Section 8.2 have been fulfilledsatisfied.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Resolute Energy Corp)

Closing Certificate. The Seller Buyer shall have received a certificate certificate, dated the Closing Date and executed signed by a duly authorized officers officer of Buyer to each Group Company, dated as of the effect Closing, certifying that each of the conditions contained specified in Sections 4.2(a), 4.2(bSection 6.1(a) and 4.2(cSection 6.1(b) have been fulfilledfully satisfied.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.), Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Buyer, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b7.3(a) and 4.2(c7.3(b) have been fulfilledsatisfied.

Appears in 2 contracts

Samples: PRV Transfer Agreement (Gw Pharmaceuticals PLC), PRV Transfer Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Seller, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b7.2(a) and 4.2(c7.2(b) have been fulfilledsatisfied.

Appears in 2 contracts

Samples: PRV Transfer Agreement (Gw Pharmaceuticals PLC), PRV Transfer Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate dated signed by an authorized officer of Seller stating that, as of the Closing Date and executed by authorized officers of Buyer to the effect that Date, the conditions contained set forth in Sections 4.2(a), 4.2(b8.2.(a) and 4.2(c8.2.(b) have been fulfilledsatisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Closing Certificate. The Seller Buyer shall have received from each Seller a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Buyer) executed by authorized officers of Buyer to the effect each Seller, respectively, certifying that the conditions contained specified in Sections 4.2(a), 4.2(bsubsection (b) and 4.2(c(c) of this Section 7.1 have been fulfilled.

Appears in 2 contracts

Samples: Contribution and Membership Interest (DJSP Enterprises, Inc.), Contribution and Membership Interest Purchase Agreement (Chardan 2008 China Acquisition Corp.)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate dated signed by an authorized officer of Buyer stating that, as of the Closing Date and executed by authorized officers of Buyer to the effect that Date, the conditions contained set forth in Sections 4.2(a), 4.2(b8.1.(a) and 4.2(c8.1.(b) have been fulfilledsatisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Closing Certificate. The Seller Purchaser shall have received delivered to Seller a certificate certificate, dated the date of the Closing Date and executed by a duly authorized officers of Buyer officer, to the effect that each of the conditions contained specified in Sections 4.2(a), 4.2(b7.2(a) and 4.2(c(b) have been fulfilledabove is satisfied in all respects.

Appears in 2 contracts

Samples: Stock Purchase Agreement (China Healthcare Acquisition Corp.), Stock Purchase Agreement (Intersections Inc)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Xxxxx, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 6.03(a) and 4.2(cSection 6.03(b) have been fulfilledsatisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bluebird Bio, Inc.), Asset Purchase Agreement (Bluebird Bio, Inc.)

Closing Certificate. The Seller Sellers shall have received a certificate certificate, dated the Closing Date and executed Date, signed by authorized officers an executive officer of the Buyer, certifying on behalf of the Buyer to the effect that the conditions contained specified in the foregoing Sections 4.2(a), 4.2(b) 12.1 and 4.2(c) 12.2 have been fulfilledsatisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (P10, Inc.), Asset Purchase Agreement (P10, Inc.)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated as of the Closing Date and executed Date, signed by authorized officers the Managing Director of Buyer to the effect Buyer, confirming that the conditions contained set forth in Sections 4.2(a), 4.2(b9(a) and 4.2(c9(b) have been fulfilledsatisfied.

Appears in 2 contracts

Samples: Membership Interests Purchase Agreement (CorEnergy Infrastructure Trust, Inc.), Membership Interests Purchase Agreement (Arc Logistics Partners LP)

Closing Certificate. The Seller Buyer shall have received a certificate certificate, dated as of the Closing Date and executed Date, signed by authorized officers of Buyer to the effect Seller certifying that the conditions contained specified in Sections 4.2(a), 4.2(b6.1(a) and 4.2(c6.1(b) have been fulfilled.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (C-Cor Inc)

Closing Certificate. The Seller Buyer shall have received delivered to the Seller a certificate certificate, dated the Closing Date and Date, duly executed by authorized officers of each Buyer to the effect Party, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 3.3(a) and 4.2(cSection 3.3(b) have been fulfilledsatisfied as of the Closing Date.

Appears in 2 contracts

Samples: Share Purchase Agreement (JOYY Inc.), Share Purchase Agreement (Baidu, Inc.)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and executed by authorized officers of Buyer to the effect Date, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b) Section 5.2.1 and 4.2(c) 5.2.2 have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Infocrossing Inc)

Closing Certificate. The Seller Sellers shall have received delivered to each Buyer a certificate dated as of the Closing Date and validly executed by authorized officers of Buyer to the effect both Sellers representing that the conditions contained set forth in Sections 4.2(a), 4.2(b) and 4.2(c) this ARTICLE VIII have been fulfilled.satisfied in full (unless otherwise waived in accordance with the terms hereof). 8.9

Appears in 1 contract

Samples: Master Purchase Agreement

Closing Certificate. The Seller shall have received delivered to the Buyer in writing, at and as of the Closing, a certificate dated the Closing Date in form and executed by authorized officers of Buyer substance satisfactory to the effect Buyer and Buyer's counsel, certifying that the conditions contained in each of Sections 4.2(a)5.1, 4.2(b) 5.2, and 4.2(c) 5.3 have been fulfilledsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ply Gem Industries Inc)

Closing Certificate. The Seller Sellers shall have received a certificate of Buyer, dated the Closing Date and executed by authorized officers of Buyer Date, to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(b6.2(a) and 4.2(c6.2(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (Aleris International, Inc.)

Closing Certificate. The Seller shall have received delivered to Buyer in writing, at and as of the Closing, a certificate dated the Closing Date in form and executed by authorized officers of substance reasonably satisfactory to Buyer to the effect and Buyer’s counsel certifying that the conditions contained in each of Sections 4.2(a)7.1, 4.2(b) 7.2, 7.3 and 4.2(c) 7.4 have been fulfilledsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (CBRL Group Inc)

Closing Certificate. The Seller Sellers shall have received a certificate certificate, dated as of the Closing Date and validly executed by authorized officers on behalf of Buyer to the effect and KeyStone, stating that the conditions contained set forth in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (KeyStone Solutions, Inc.)

Closing Certificate. The Seller Sellers shall have received delivered (or be ready, willing and able to deliver at Closing) to Buyer a certificate dated the Closing Date and executed by authorized officers of Buyer to the effect certifying that the conditions contained specified in Sections 4.2(aSection 7.1(d), 4.2(bSection 7.1(e) and 4.2(cSection 7.1(f) have been fulfilled.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Azure Midstream Partners, Lp)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated as of the Closing Date and executed by authorized officers of Buyer Date, to the effect that the conditions contained condition specified in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c6.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Closing Certificate. The Seller Buyer shall have received a certificate dated as of the Closing Date and executed by an authorized officers officer of Buyer to the effect Company and by each of Sellers certifying that the conditions contained set forth in Sections 4.2(a7.1(a), 4.2(b7.1(b), and 7.1(d) and 4.2(c) have been fulfilled.are satisfied in all respects. (f)

Appears in 1 contract

Samples: Version   Unit Purchase Agreement

Closing Certificate. The Seller shall have received a certificate from the Buyer, dated the Closing Date and executed Date, signed by authorized officers the Buyer, confirming the satisfaction of Buyer to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 7.3(a) and 4.2(c) have been fulfilledSection 7.3(b).

Appears in 1 contract

Samples: Share Purchase and Subscription Agreement (ReneSola LTD)

Closing Certificate. The Seller shall have received a certificate from Purchaser, dated the Closing Date and executed by authorized officers of Buyer to the effect Date, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b7.5(a) and 4.2(c7.5(b) have been fulfilled.

Appears in 1 contract

Samples: Network Asset Purchase Agreement (Cincinnati Bell Inc)

Closing Certificate. The Seller shall have received a certificate of Buyer, dated the Closing Date and executed signed by its duly authorized officers of Buyer officer, to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(b7.2(a) and 4.2(c(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aleris International, Inc.)

Closing Certificate. The Seller shall have received a certificate dated as of the Closing Date and executed by authorized officers signed on behalf of Buyer to the effect by an authorized officer of Buyer certifying that the conditions contained set forth in Sections 4.2(a7.2(a), 4.2(b7.2(b) and 4.2(c7.2(c) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (KORE Group Holdings, Inc.)

Closing Certificate. The Seller shall have received a certificate dated executed and delivered to the Buyer at and as of the Closing Date certificates, in form and executed by authorized officers of Buyer substance satisfactory to the effect Buyer and the Buyer's counsel, certifying that the conditions contained specified in each of Sections 4.2(a)7.2, 4.2(b) 7.3 and 4.2(c) 7.5 have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Research Worldwide LTD)

Closing Certificate. The Seller Purchaser shall have received a certificate from Seller, dated the Closing Date and executed by authorized officers of Buyer to the effect Date, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b7.4(a) and 4.2(c7.4(b) have been fulfilled.

Appears in 1 contract

Samples: Network Asset Purchase Agreement (Cincinnati Bell Inc)

Closing Certificate. The Seller Purchaser shall have received a certificate from Seller, dated the Closing Date and executed by authorized officers of Buyer to the effect Date, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b7.4(a) and 4.2(c7.4(b) have been fulfilled.. (d)

Appears in 1 contract

Samples: Network Asset Purchase Agreement Network Asset Purchase Agreement

Closing Certificate. The Seller Buyer shall have received a certificate certificate, dated as of the Closing Date and executed signed by authorized officers of Buyer to the effect Seller, stating that the conditions contained specified in Sections 4.2(a), 4.2(bSection 6.2(a) and 4.2(cSection 6.2(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newpark Resources Inc)

Closing Certificate. The Seller shall have received a certificate from Purchaser, dated the Closing Date and executed by authorized officers of Buyer to the effect Date, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b7.5(a) and 4.2(c7.5(b) have been fulfilled.. (d)

Appears in 1 contract

Samples: Network Asset Purchase Agreement Network Asset Purchase Agreement

Closing Certificate. The Seller shall have received delivered to Buyer a certificate certificate, dated the Closing Date and executed by authorized officers of Buyer to the effect Date, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b) 5.1.1 and 4.2(c) 5.1.2 have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Infocrossing Inc)

Closing Certificate. The Seller shall have received a certificate certificate, dated the Closing Date and executed signed by a duly authorized officers officer of Buyer to the effect Buyer, that each of the conditions contained set forth in Sections 4.2(a), 4.2(bSection 7.03(a) and 4.2(cSection 7.03(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (EnerSys)

Closing Certificate. The Seller shall have received delivered to the Buyer a certificate certificate, dated the Closing Date and executed by authorized officers of Buyer to the effect Seller, certifying that the conditions contained specified in Sections 4.2(a), 4.2(b) 8.1 and 4.2(c) 8.2 have been fulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Debt Resolve Inc)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Buyer, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b6.03(a) and 4.2(c6.03(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marinus Pharmaceuticals, Inc.)

Closing Certificate. The Seller shall have received a certificate certificate, dated as of the Closing Date and executed signed on behalf of the Buyer by authorized officers an officer of Buyer to the effect Buyer, stating that the conditions contained specified in Sections 4.2(a), 4.2(bSection 6.3(a) and 4.2(cSection 6.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newpark Resources Inc)

Closing Certificate. The Seller There shall have received been delivered to Buyer a certificate dated the Closing Date and executed Date, signed by authorized officers Sellers, confirming the satisfaction of Buyer to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(b8.03(a) and 4.2(c) have been fulfilled8.03(b).

Appears in 1 contract

Samples: Stock Purchase Agreement (Heico Corp)

Closing Certificate. The Each Seller shall have received delivered to Purchaser a certificate certificate, dated the Closing Date and executed by authorized officers date of Buyer the Closing, to the effect that each of the conditions contained specified in Sections 4.2(a), 4.2(b5.3(a) and 4.2(c(b) have been fulfilledabove is satisfied in all respects.

Appears in 1 contract

Samples: Share Purchase Agreement (Optelecom Inc)

Closing Certificate. The Seller Sellers shall have received delivered to Buyer at Closing a certificate of Sellers, dated the Closing Date and executed by authorized officers of Buyer Date, to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(b) 4.1 and 4.2(c) 4.2 have been fulfilledsatisfied. Such certificate shall be deemed an additional representation and warranty of Sellers hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Banner Aerospace Inc)

Closing Certificate. The Seller Purchaser shall have received delivered to Seller, at or prior to Closing, in form and substance reasonably satisfactory to Seller, a certificate dated the Closing Date and validly executed on behalf of Purchaser by a duly authorized officers officer of Buyer to the effect Purchaser, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(bSection ‎4.2(b)(i) and 4.2(cSection ‎4.2(b)(ii) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (VBI Vaccines Inc/Bc)

Closing Certificate. The Seller Buyer shall have received furnished the Company with a certificate dated the Closing Date and executed signed by authorized officers an officer of Buyer to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 7.3(a) and 4.2(c7.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dynacast International Inc.)

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Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate dated the Closing Date and executed certificate, signed by authorized officers an executive officer of Buyer Buyer, to the effect that each of the conditions contained specified in Sections 4.2(a), 4.2(bSection 7.03(a) and 4.2(c(b) have has been fulfilledsatisfied.

Appears in 1 contract

Samples: Unit Purchase and Contribution Agreement (Hydrofarm Holdings Group, Inc.)

Closing Certificate. The Seller Sellers shall have received a certificate certificate, dated the Closing Date and executed Date, in substantially the form attached as Exhibit B hereto, signed by authorized officers an executive officer of Buyer, certifying on behalf of Buyer to the effect that the conditions contained specified in Sections 4.2(a), 4.2(bSection 7.2(a) and 4.2(cSection 7.2(b) have been fulfilled.satisfied;

Appears in 1 contract

Samples: Share Purchase Agreement (ID Global Solutions Corp)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate dated the Closing Date and executed by authorized officers of Buyer to the effect that the conditions contained condition specified in Sections 4.2(a), 4.2(b6.2(b) and 4.2(c6.2(c) have has been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Seller, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b) and 4.2(c4.2(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomarin Pharmaceutical Inc)

Closing Certificate. The Seller Buyer shall have received a certificate certificate, dated the Closing Date and executed by authorized officers of Buyer to Date, in substantially the effect form attached as Exhibit A hereto, certifying that the conditions contained specified in Sections 4.2(a7.1(a), 4.2(b(b), (c), (d) and 4.2(c(e) have been fulfilled.satisfied;

Appears in 1 contract

Samples: Share Purchase Agreement (ID Global Solutions Corp)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate dated the Closing Date and executed by authorized officers an officer of Buyer Seller to the effect that each of the conditions contained specified above in Sections 4.2(a), 4.2(bSection 6.01(a) and 4.2(c- (f) have been fulfilledis satisfied in all respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)

Closing Certificate. The Seller Sellers shall have received delivered to each Buyer a certificate dated as of the Closing Date and validly executed by authorized officers of Buyer to the effect both Sellers representing that the conditions contained set forth in Sections 4.2(a), 4.2(b) and 4.2(c) this ARTICLE VIII have been fulfilledsatisfied in full (unless otherwise waived in accordance with the terms hereof).

Appears in 1 contract

Samples: Master Purchase Agreement (Camtek LTD)

Closing Certificate. The Seller shall have received a certificate duly executed by an authorized officer of Buyer, dated the Closing Date and executed by authorized officers of Buyer Date, to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 6.2(a) and 4.2(cSection 6.2(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Republic Airways Holdings Inc)

Closing Certificate. The Seller Buyers shall have received delivered to Sellers a certificate certificate, dated the Closing Date and executed date of the Closing, signed by authorized officers an officer of each Buyer to the effect stating that the conditions contained set forth in Sections 4.2(a), 4.2(b9.2(a) and 4.2(c(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Standard Pacific Corp /De/)

Closing Certificate. The Seller Buyer shall have received a certificate dated as of the Closing Date and executed signed on behalf of Seller by an authorized officers officer of Buyer to the effect Seller certifying that the conditions contained set forth in Sections 4.2(a7.3(a), 4.2(b7.3(b) and 4.2(c7.3(c) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (KORE Group Holdings, Inc.)

Closing Certificate. The Seller shall Buyer will have received delivered to the Sellers’ Representative a certificate certificate, dated the Closing Date and executed Date, signed by authorized officers the appropriate representative(s) of Buyer to the effect Buyer, confirming that each of the conditions contained specified in Sections 4.2(a), 4.2(b) 6.2.1 and 4.2(c) have been fulfilled6.2.2 is satisfied in all respects.

Appears in 1 contract

Samples: Purchase and Sale Agreement (William Lyon Homes)

Closing Certificate. The Seller Buyer shall have received delivered to Seller and BPI a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Buyer, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b4.3(a) and 4.2(c4.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomarin Pharmaceutical Inc)

Closing Certificate. The Seller shall have received delivered to Buyer a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Seller, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(b6.02(a) and 4.2(c6.02(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marinus Pharmaceuticals, Inc.)

Closing Certificate. The Seller shall have received a certificate signed by an authorized officer of Purchaser dated as of the Closing Date and executed by authorized officers of Buyer to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(b6.03(a) and 4.2(c6.03(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (B&G Foods, Inc.)

Closing Certificate. The Seller Buyer shall have received delivered (or be ready, willing and able to deliver at Closing) to Sellers a certificate dated the Closing Date and executed by authorized officers of Buyer to the effect certifying that the conditions contained specified in Sections 4.2(a), 4.2(b7.2(c) and 4.2(c7.2(d) have been fulfilled.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Azure Midstream Partners, Lp)

Closing Certificate. The Seller shall have received a certificate certificate, dated the Closing Date and executed signed by a duly authorized officers officer of Buyer to the effect Buyer, dated as of the Closing, certifying that each of the conditions contained specified in Sections 4.2(a), 4.2(b) Section 0 and 4.2(c) Section 0 have been fulfilledfully satisfied.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Assisted 4 Living, Inc.)

Closing Certificate. The Seller Sellers shall have received a certificate certificate, dated as of the Closing Date and validly executed by authorized officers on behalf of Buyer to the effect Buyer, stating that the conditions contained set forth in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c6.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Share Purchase Agreement (Rekor Systems, Inc.)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, signed by an officer of Buyer, dated as of the Closing Date and executed by authorized officers of Buyer Date, to the effect that the conditions contained specified in Sections 4.2(a), 4.2(bSection 7.3(a) and 4.2(cSection 7.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cott Corp /Cn/)

Closing Certificate. The Seller Buyer shall have received a certificate dated as of the Closing Date and executed by an authorized officers officer of Buyer to the effect Company and by each of Sellers certifying that the conditions contained set forth in Sections 4.2(a7.1(a), 4.2(b7.1(b), and 7.1(d) and 4.2(c) have been fulfilledare satisfied in all respects.

Appears in 1 contract

Samples: Unit Purchase Agreement (Malibu Boats, Inc.)

Closing Certificate. The Seller Purchaser shall have received delivered to Sellers a certificate certificate, dated the date of the Closing Date and executed by a duly authorized officers of Buyer officer, to the effect that each of the conditions contained specified in Sections 4.2(a), 4.2(b5.2(a) and 4.2(c(b) have been fulfilledabove is satisfied in all respects.

Appears in 1 contract

Samples: Share Purchase Agreement (Optelecom Inc)

Closing Certificate. The Seller Purchaser shall have received delivered to Seller a certificate of Purchaser, dated as of the Closing Date and executed by authorized officers of Buyer to the effect Date, stating that the conditions contained specified in Sections 4.2(a), 4.2(b6.03(a) and 4.2(c6.03(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

Closing Certificate. The Seller Buyer shall have received a certificate from the Sellers, dated the Closing Date and executed by authorized officers of Buyer Date, to the effect that the conditions contained set forth in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c6.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Purchase Agreement (Aleris International, Inc.)

Closing Certificate. The Seller shall have received delivered to Purchaser a certificate certificate, dated the Closing Date and executed signed by a duly authorized officers officer of Buyer to the effect Seller, confirming that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 6.01(c) and 4.2(c(d) have been fulfilledsatisfied (the “Seller Certificate”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. The Seller Buyer shall have received delivered to Sellers a certificate dated the Closing Date and executed certificate, signed by authorized officers an executive officer of Buyer Buyer, to the effect that each of the conditions contained specified in Sections 4.2(a), 4.2(bSection 7.03(b) and 4.2(c) have has been fulfilledsatisfied.

Appears in 1 contract

Samples: Share Purchase Agreement (Hydrofarm Holdings Group, Inc.)

Closing Certificate. The Seller Sellers shall have received a certificate executed by the Purchasers, dated the Closing Date Date, in form and executed by authorized officers of Buyer substance satisfactory to the effect that Sellers and their counsel, certifying as to the fulfillment of the conditions contained set forth in Sections 4.2(a), 4.2(b7(b) and 4.2(c) have been fulfilled7(c).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Teco Energy Inc)

Closing Certificate. The Seller and the Company shall have received delivered to Purchaser a certificate certificate, dated the Closing Date and executed by authorized officers date of Buyer the Closing, to the effect that each of the conditions contained specified in Sections 4.2(a7.3(a), 4.2(b(b), (e), (f) and 4.2(c(g) have been fulfilledis satisfied in all respects.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Healthcare Acquisition Corp.)

Closing Certificate. The Seller Sellers shall have received delivered to the Purchaser a certificate certificate, dated the Closing Date and executed by authorized officers date of Buyer the Closing, to the effect that each of the conditions contained specified in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c(b) have above has been fulfilledsatisfied.

Appears in 1 contract

Samples: Equity Purchase Agreement (America Online Latin America Inc)

Closing Certificate. The Seller shall have received a certificate certificate, dated as of the Closing Date and executed Date, signed by authorized officers a Responsible Officer of the Buyer Parties certifying that, to the effect that best of such Responsible Officer’s knowledge, the conditions contained set forth in Sections 4.2(a), 4.2(b6.3(a) and 4.2(c6.3(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: General Partner Purchase Agreement (Energy Transfer Equity, L.P.)

Closing Certificate. The Seller Purchaser shall have received delivered to Seller a certificate certificate, dated the Closing Date and executed signed by a duly authorized officers officer of Buyer to the effect Seller, confirming that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 6.02(b) and 4.2(c(c) have been fulfilledsatisfied (the “Purchaser Certificate”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. The Seller shall have received a certificate certificate, dated as of the Closing Date and validly executed by authorized officers on behalf of Buyer to the effect Acquiror, stating that the conditions contained set forth in Sections 4.2(a), 4.2(b7.3(a) and 4.2(c(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Transaction Agreement (Wellcare Health Plans, Inc.)

Closing Certificate. The Seller Buyer shall have received delivered to Seller a certificate certificate, dated the Closing Date and duly executed by authorized officers of Buyer to the effect Bxxxx, certifying that the conditions contained set forth in Sections 4.2(a), 4.2(bSection 6.03(a) and 4.2(cSection 6.03(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Argenx Se)

Closing Certificate. The Seller shall have received delivered to Purchaser a certificate of Seller, dated as of the Closing Date and executed by authorized officers of Buyer to the effect Date, stating that the conditions contained specified in Sections 4.2(a), 4.2(b6.02(a) and 4.2(c6.02(b) have been fulfilledsatisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

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