Officer’s Certificate of the Seller Sample Clauses

Officer’s Certificate of the Seller. The Placement Agent shall have received on and as of the Closing Date a certificate of authorized officers of the Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit B.
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Officer’s Certificate of the Seller. Buyer shall have received a certificate, validly executed by an executive officer of the Seller for and on its behalf, to the effect that, as of the Closing, (i) the conditions to the obligations of the Buyer set forth in Sections 5.2(a) and (b) hereof have been satisfied to his or her actual knowledge, and (ii) each and every one of the other conditions to the obligations of the Buyer set forth in this Section 5.2 have been satisfied to his or her actual knowledge (unless otherwise waived in accordance with the terms hereof).
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Officer’s Certificate of the Seller. The Seller shall have delivered to the Purchaser a certificate, dated as of the Closing Date, executed on behalf of the Seller by an authorized executive officer thereof, certifying that the conditions specified in Section 7.02(a), Section 7.02(b) and Section 7.02(c) have been fulfilled.
Sample 1

Related to Officer’s Certificate of the Seller

  • 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;

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