Common use of Closing Certificate Clause in Contracts

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Appears in 6 contracts

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

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Closing Certificate. The Seller shall have delivered to Buyer received a certificate, certificate dated the Closing Date and duly executed by Seller, certifying authorized officers of Buyer to the effect that the conditions set forth contained in Sections 6.2(a4.2(a), 4.2(b) and 6.2(b4.2(c) have been satisfiedfulfilled.

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)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 6 contracts

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

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(aSection 6.02(a) and 6.2(bSection 6.02(b) have been satisfied.

Appears in 3 contracts

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

Closing Certificate. Seller At the Closing, Buyer shall have delivered to Buyer Seller a certificate, certificate dated the date of the Closing Date and duly executed signed by Selleran authorized officer of Buyer, certifying stating that the conditions set forth specified in Sections 6.2(aSection 7(b)(i) and 6.2(bSection 7(b)(ii) above have been satisfied.

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. Seller Purchaser shall have delivered to Buyer Seller a certificate, dated the date of the Closing Date and duly executed by Sellera duly authorized officer, certifying to the effect that each of the conditions set forth specified in Sections 6.2(a7.2(a) and 6.2(b(b) have been satisfiedabove is satisfied in all respects.

Appears in 2 contracts

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

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a7.2(a) and 6.2(b7.2(b) have been satisfied.

Appears in 2 contracts

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

Closing Certificate. Seller The Buyer shall have delivered to Buyer the Seller a certificate, dated the Closing Date and Date, duly executed by Sellereach Buyer Party, certifying that the conditions set forth in Sections 6.2(aSection 3.3(a) and 6.2(bSection 3.3(b) have been satisfiedsatisfied as of the Closing Date.

Appears in 2 contracts

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

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a7.3(a) and 6.2(b7.3(b) have been satisfied.

Appears in 2 contracts

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

Closing Certificate. Seller shall have delivered to Buyer a certificatecertificate signed by an authorized officer of Seller stating that, dated as of the Closing Date and duly executed by SellerDate, certifying that the conditions set forth in Sections 6.2(a8.2.(a) and 6.2(b8.2.(b) have been satisfied.

Appears in 2 contracts

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

Closing Certificate. Seller Buyer shall have delivered to Seller a certificate signed by an authorized officer of Buyer a certificatestating that, dated as of the Closing Date and duly executed by SellerDate, certifying that the conditions set forth in Sections 6.2(a8.1.(a) and 6.2(b8.1.(b) have been satisfied.

Appears in 2 contracts

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

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerXxxxx, certifying that the conditions set forth in Sections 6.2(aSection 6.03(a) and 6.2(bSection 6.03(b) have been satisfied.

Appears in 2 contracts

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

Closing Certificate. Seller Buyer shall have delivered to Buyer Sellers a certificate, dated as of the Closing Date and Date, duly executed by Seller, Buyer certifying that to the fulfillment of the conditions set forth in Sections 6.2(a5.2(a) and 6.2(b5.2(b) have been satisfied(the “Buyer Closing Certificate”). For avoidance of doubt, for the purposes of Section 7.2, the Buyer Closing Certificate shall for all purposes be deemed to be a complete restatement, as of the Closing Date, by Buyer of the representations and warranties set forth in Article 3.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Hardinge Inc)

Closing Certificate. Seller Buyer shall have delivered to Buyer received from each Seller a certificate, certificate (dated the Closing Date and duly in form and substance reasonably satisfactory to Buyer) executed by each Seller, respectively, certifying that the conditions set forth specified in Sections 6.2(asubsection (b) and 6.2(b(c) of this Section 7.1 have been satisfiedfulfilled.

Appears in 2 contracts

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

Closing Certificate. The Purchaser shall deliver to the Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed Date, signed by Seller, the Purchaser certifying to the effect that the conditions precedent to the Closing set forth in Sections 6.2(a) Section 5.01 and 6.2(b) Section 5.02 have been satisfied.

Appears in 2 contracts

Samples: Exchange Agreement, Exchange Agreement

Closing Certificate. Seller shall have delivered to Buyer received a certificate, dated the Closing Date and signed by a duly executed by Sellerauthorized officer of the Buyer, dated as of the Closing, certifying that each of the conditions set forth specified in Sections Section 6.2(a) and Section 6.2(b) have been fully satisfied.

Appears in 2 contracts

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

Closing Certificate. Seller Purchaser shall have delivered to Buyer received a certificatecertificate from Seller, dated the Closing Date and duly executed by SellerDate, certifying that the conditions set forth specified in Sections 6.2(a7.4(a) and 6.2(b7.4(b) have been satisfiedfulfilled.

Appears in 2 contracts

Samples: Network Asset Purchase Agreement, Network Asset Purchase Agreement (Cincinnati Bell Inc)

Closing Certificate. Seller Sellers shall have delivered to each Buyer a certificate, certificate dated as of the Closing Date and duly validly executed by Seller, certifying both Sellers representing that the conditions set forth in Sections 6.2(a) and 6.2(b) this ARTICLE VIII have been satisfiedsatisfied in full (unless otherwise waived in accordance with the terms hereof).

Appears in 2 contracts

Samples: Master Purchase Agreement, Master Purchase Agreement (Camtek LTD)

Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly executed Date, signed by Seller, Seller certifying that the conditions set forth specified in Sections 6.2(a6.1(a) and 6.2(b6.1(b) have been satisfiedfulfilled.

Appears in 2 contracts

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

Closing Certificate. Seller The Purchaser shall have delivered to Buyer received a certificate, dated the Closing Date and signed by a duly executed by authorized officer of the Seller, certifying stating on behalf of the Seller that each of the conditions set forth in Sections 6.2(aSection 6.02(a), Section 6.02(b) and 6.2(bSection 6.02(d) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Summit Materials, LLC)

Closing Certificate. Seller Buyer shall have delivered to Buyer furnished the Company with a certificate, certificate dated the Closing Date and duly executed signed by Seller, certifying an officer of Buyer to the effect that the conditions set forth in Sections 6.2(aSection 7.3(a) and 6.2(b7.3(b) have been satisfied.

Appears in 1 contract

Samples: Securities Purchase Agreement (Dynacast International Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificatecertificate from the Representative on behalf of the Shareholders, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections 6.2(a) 7.3(a), (b), (e), (f), and 6.2(b(h) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (McJunkin Red Man Holding Corp)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a4.2(a) and 6.2(b4.2(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomarin Pharmaceutical Inc)

Closing Certificate. Seller Purchaser shall have delivered to Buyer Seller a certificate, dated the Closing Date and signed by a duly executed by authorized officer of Seller, certifying confirming that the conditions set forth in Sections 6.2(aSection 6.02(b) and 6.2(b(c) have been satisfiedsatisfied (the “Purchaser Certificate”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a6.03(a) and 6.2(b6.03(b) have been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller and BPI a certificate, dated the Closing Date and duly executed by SellerBuyer, certifying that the conditions set forth in Sections 6.2(a4.3(a) and 6.2(b4.3(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biomarin Pharmaceutical Inc)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, signed by an officer of Buyer, dated as of the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth specified in Sections 6.2(aSection 7.3(a) and 6.2(bSection 7.3(b) have been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller The Purchasers shall have delivered to Buyer the Sellers a certificate, dated the date of the Closing Date and duly executed by Sellera duly authorized officer, certifying to the effect that each of the conditions set forth specified in Sections 6.2(a) and 6.2(b(b) have above has been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificatecertificate from the Sellers, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Aleris International, Inc.)

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerBxxxx, certifying that the conditions set forth in Sections 6.2(aSection 6.03(a) and 6.2(bSection 6.03(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Argenx Se)

Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, dated the Closing Date and duly executed by Sellersigned on behalf of Selling Parties, certifying that each of the conditions set forth in Sections 6.2(aSection 7.02(a), Section 7.02(b) and 6.2(bSection 7.02(c) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (EnerSys)

Closing Certificate. Seller Sellers shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly validly executed by Selleron behalf of Buyer, certifying stating that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by Seller, certifying that the conditions set forth in Sections 6.2(a6.02(a) and 6.2(b6.02(b) have been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller Buyer shall have delivered (or be ready, willing and able to Buyer deliver at Closing) to Sellers a certificate, certificate dated the Closing Date and duly executed by Seller, certifying that the conditions set forth specified in Sections 6.2(a7.2(c) and 6.2(b7.2(d) have been satisfiedfulfilled.

Appears in 1 contract

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

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Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated the Closing Date and duly executed by SellerDate, certifying that the conditions set forth specified in Sections 6.2(a) Section 5.2.1 and 6.2(b) 5.2.2 have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Infocrossing Inc)

Closing Certificate. Seller Sellers shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly validly executed by Selleron behalf of Buyer and KeyStone, certifying stating that the conditions set forth in Sections 6.2(a6.3(a) and 6.2(b(b) have been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller Buyer shall have delivered to Buyer Seller a certificate, dated as of the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth condition specified in Sections 6.2(a6.3(a) and 6.2(b6.3(b) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly executed by SellerDate, certifying that the conditions set forth specified in Sections 6.2(a) 5.1.1 and 6.2(b) 5.1.2 have been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Infocrossing Inc)

Closing Certificate. Each Seller shall have delivered to Buyer Purchaser a certificate, dated the Closing Date and duly executed by Sellerdate of the Closing, certifying to the effect that each of the conditions set forth specified in Sections 6.2(a5.3(a) and 6.2(b(b) have been satisfiedabove is satisfied in all respects.

Appears in 1 contract

Samples: Share Purchase Agreement (Optelecom Inc)

Closing Certificate. Seller Purchaser shall have delivered to Buyer Seller a certificatecertificate of Purchaser, dated as of the Closing Date and duly executed by SellerDate, certifying stating that the conditions set forth specified in Sections 6.2(a6.03(a) and 6.2(b6.03(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

Closing Certificate. Seller Sellers shall have delivered (or be ready, willing and able to deliver at Closing) to Buyer a certificate, certificate dated the Closing Date and duly executed by Seller, certifying that the conditions set forth specified in Sections 6.2(aSection 7.1(d), Section 7.1(e) and 6.2(bSection 7.1(f) have been satisfiedfulfilled.

Appears in 1 contract

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

Closing Certificate. Seller The Buyer shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly executed signed by the Seller, certifying stating that the conditions set forth specified in Sections Section 6.2(a) and Section 6.2(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newpark Resources Inc)

Closing Certificate. Seller shall have delivered to Buyer a certificate, certificate dated the Closing Date and duly executed by Seller, certifying to the effect that the conditions set forth condition specified in Sections 6.2(a6.2(b) and 6.2(b6.2(c) have has been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Closing Certificate. Seller The Sellers shall have delivered to Buyer received a certificatecertificate of Buyer, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections 6.2(a) and 6.2(b) have been satisfied.

Appears in 1 contract

Samples: Purchase Agreement (Aleris International, Inc.)

Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificate, dated the Closing Date and signed by a duly executed by authorized officer of Seller, certifying confirming that the conditions set forth in Sections 6.2(aSection 6.01(c) and 6.2(b(d) have been satisfiedsatisfied (the “Seller Certificate”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Fusion Pharmaceuticals Inc.)

Closing Certificate. Seller shall have delivered to Buyer received a certificatecertificate duly executed by an authorized officer of Buyer, dated the Closing Date and duly executed by SellerDate, certifying to the effect that the conditions set forth in Sections Section 6.2(a) and Section 6.2(b) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Republic Airways Holdings Inc)

Closing Certificate. Seller The Sellers shall have delivered to Buyer the Purchaser a certificate, dated the Closing Date and duly executed by Sellerdate of the Closing, certifying to the effect that each of the conditions set forth specified in Sections 6.2(a6.3(a) and 6.2(b(b) have above has been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller shall have delivered to Buyer in writing, at and as of the Closing, a certificate, dated the Closing Date certificate in form and duly executed by Seller, substance reasonably satisfactory to Buyer and Buyer’s counsel certifying that the conditions set forth in each of Sections 6.2(a) 7.1, 7.2, 7.3 and 6.2(b) 7.4 have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (CBRL Group Inc)

Closing Certificate. The Seller shall have delivered to the Buyer a certificate, dated the Closing Date and duly executed by the Seller, certifying that the conditions set forth specified in Sections 6.2(a) 8.1 and 6.2(b) 8.2 have been satisfiedfulfilled.

Appears in 1 contract

Samples: Stock Purchase Agreement (Debt Resolve Inc)

Closing Certificate. Seller shall have delivered execute and deliver to Buyer a certificate, dated as of the Closing Date and duly executed by SellerDate, certifying stating that the conditions set forth specified in Sections 6.2(aSection 7.1(a) and 6.2(bSection 7.1(b) have been satisfiedsatisfied (the “Seller’s Closing Certificate”).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Altus Power, Inc.)

Closing Certificate. Seller shall have delivered to Buyer a certificate, dated the Closing Date and duly certificate executed by Seller, certifying an officer of Seller to the effect that each of the conditions set forth specified above in Sections 6.2(aSection 6.01(a) and 6.2(b- (f) have been satisfiedis satisfied in all respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)

Closing Certificate. Seller shall have delivered to Buyer Purchaser a certificatecertificate of Seller, dated as of the Closing Date and duly executed by SellerDate, certifying stating that the conditions set forth specified in Sections 6.2(a6.02(a) and 6.2(b6.02(b) have been satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Foods Inc.)

Closing Certificate. Seller shall have delivered to Buyer received a certificate, dated as of the Closing Date and duly validly executed by Selleron behalf of Acquiror, certifying stating that the conditions set forth in Sections 6.2(a7.3(a) and 6.2(b(b) have been satisfied.

Appears in 1 contract

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

Closing Certificate. Seller shall Buyer will have delivered to Buyer the Sellers’ Representative a certificate, dated the Closing Date and duly executed Date, signed by Sellerthe appropriate representative(s) of Buyer, certifying confirming that each of the conditions set forth specified in Sections 6.2(a) 6.2.1 and 6.2(b) have been satisfied6.2.2 is satisfied in all respects.

Appears in 1 contract

Samples: Purchase and Sale Agreement (William Lyon Homes)

Closing Certificate. Seller There shall have been delivered to Buyer a certificate, certificate dated the Closing Date and duly executed Date, signed by SellerSellers, certifying that confirming the satisfaction of the conditions set forth in Sections 6.2(a8.03(a) and 6.2(b) have been satisfied8.03(b).

Appears in 1 contract

Samples: Stock Purchase Agreement (Heico Corp)

Closing Certificate. Seller Buyer shall have delivered to Buyer received a certificate, dated the Closing Date and duly executed by SellerDate, in substantially the form attached as Exhibit A hereto, certifying that the conditions set forth specified in Sections 6.2(a7.1(a), (b), (c), (d) and 6.2(b(e) have been satisfied.;

Appears in 1 contract

Samples: Share Purchase Agreement (ID Global Solutions Corp)

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