Officer’s Certificate of the Buyer Sample Clauses

Officer’s Certificate of the Buyer. The Seller shall have received a certificate, validly executed by an executive officer of the Buyer to the effect that, as of the Closing, (i) the condition to the obligations of the Seller set forth in Section 5.3(a) hereof have been satisfied to his actual knowledge, and (ii) each and every one of the other conditions to the obligations of the Seller set forth in this Section 5.3 have been satisfied to his actual knowledge (unless otherwise waived in accordance with the terms hereof).
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Officer’s Certificate of the Buyer. The Sellers shall have received a certificate from the Buyer, in form and substance reasonably satisfactory to the Sellers, dated the Closing Date, and signed by the Chief Executive Officer of the Buyer, certifying as to the matters, among other things, set forth in Section 8.1 and Section 8.2, and certifying that certificate of incumbency and the attached copies of the resolutions of the Board of Directors of the Buyer certified as true and of full force as of the Closing Date approving the execution, performance and delivery of the Agreement, the Transaction Documents, the Buyer's Closing Documents and the Contemplated Transaction and all of the other documents to be executed and performed by the Buyer, in connection with the Contemplated Transaction, are all true, complete and correct and remain unamended and in full force and effect and certify (the "Buyer's Officer's Certificates").
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Officer’s Certificate of the Buyer. Clause (i) of Section 4.1.1
Sample 1

Related to Officer’s Certificate of the Buyer

  • Financial Officer’s Certificate (i) Concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate (A) certifying that no Default has occurred or, if such a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (B) beginning with the fiscal quarter ending October 30, 2012, setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Section 6.10 (including the aggregate amount of the Cumulative Growth Amount for such period and the uses therefor) and, concurrently with any delivery of financial statements under Section 5.01(a) above, setting forth Holding’s calculation of Excess Cash Flow; and (ii) concurrently with any delivery of financial statements under Section 5.01(a) above, beginning with the fiscal year ending January 29, 2013, a report of the accounting firm opining on or certifying such financial statements stating that in the course of its regular audit of the financial statements of Borrower and its Subsidiaries, which audit was conducted in accordance with generally accepted auditing standards, such accounting firm obtained no knowledge that any Default insofar as it relates to a financial covenant under Section 6.10 has occurred or, if in the opinion of such accounting firm such a Default has occurred, specifying the nature and extent thereof;

  • Officer’s Certificate Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

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