Common use of Purchaser Certificates Clause in Contracts

Purchaser Certificates. Each of the following certificates shall ---------------------- have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of the Purchaser, dated as of the Closing Date, certifying (A) that true and complete copies of the Purchaser's Charter Documents as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of such Person executing this Agreement and the Related Documents on behalf of the Purchaser; and (C) the genuineness of the resolutions (attached thereto) of the board of directors or similar governing body of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) certificates dated within five (5) days of the Closing Date of the secretaries of state of the states in which the Purchaser is organized, certifying as to the good standing and non-delinquent tax status of the Purchaser; and (iii) a certificate signed by a principal executive officer of the Purchaser dated as of the Closing Date, and certifying as to (A) the accuracy of the representations and warranties of the Purchaser contained herein, as contemplated by Section 11.3(a) hereof and (B) the performance --------------- of the covenants of the Purchaser contained herein, as contemplated in Section 11.3(b) hereof. ---------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Pacer International Inc/Tn)

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Purchaser Certificates. Each of the following certificates shall have ---------------------- have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of the Purchaser, dated as of the Closing Date, certifying (A) that true and complete copies of the Purchaser's Charter Documents as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of such Person executing this Agreement and the Related Documents on behalf of the Purchaser; and (C) the genuineness of the resolutions (attached thereto) of the board of directors or similar governing body of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) certificates dated within five (5) days of the Closing Date of the secretaries of state of the states in which the Purchaser is organizedorganized dated as of the Closing Date, certifying as to the good standing and non-delinquent tax status of the Purchaser; Purchaser and (iii) a certificate signed by a principal executive officer of the Purchaser dated as of the Closing Date, and certifying as to (A) the accuracy of the representations and warranties of the Purchaser contained herein, as contemplated by Section 11.3(aSECTION 9.3(A) hereof and (B) the performance --------------- of the covenants of the Purchaser contained herein, as contemplated in Section 11.3(bSECTION 9.3(B) hereof. ---------------

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacer International Inc)

Purchaser Certificates. Each of the following certificates shall ---------------------- have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of the Purchaser, dated as of the Closing Date, certifying (A) that true and complete copies of the Purchaser's Charter Documents as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of such Person executing this Agreement and the Related Documents on behalf of the Purchaser; and (C) the genuineness of the resolutions (attached thereto) of the board of directors or similar governing body of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) certificates dated within five (5) days of the Closing Date of the secretaries of state of the states in which the Purchaser is organized, certifying as to the good standing and non-delinquent tax status of the Purchaser; and (iiiii) a certificate signed by a principal executive officer of the Purchaser dated as of the Closing Date, and certifying as to (A) the accuracy of the representations and warranties of the Purchaser contained herein, as contemplated by Section 11.3(aSECTION 8.3(A) hereof and (B) the performance --------------- of the covenants of the Purchaser contained herein, as contemplated in Section 11.3(bSECTION 8.3(B) hereof. ---------------.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

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Purchaser Certificates. Each of the following certificates shall ---------------------- have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of the Purchaser, dated as of the Closing Date, certifying (Ai) that true and complete copies of the Purchaser's Charter Documents and Purchaser's By-laws as in effect on the Closing Date are attached thereto, (Bii) as to the incumbency and genuineness of the signatures of each officer of such Person executing this Agreement and the Related Documents on behalf of the Purchaser; and (Ciii) the genuineness of the resolutions (attached thereto) of the board of directors or similar governing body of the Purchaser authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) certificates dated within five (5) fifteen days of the Closing Date of the secretaries of state of the states in which the Purchaser is organizedorganized or qualified to do business dated as of the Closing Date, certifying as to the good standing and non-delinquent tax status of the Purchaser; and (iii) a certificate signed by a principal executive officer of the Purchaser dated as of the Closing Date, and certifying as to (A) the accuracy of the representations and warranties of the Purchaser contained herein, as contemplated by Section 11.3(a8.3(a) hereof and (B) the performance --------------- of the covenants of the Purchaser contained herein, as contemplated in Section 11.3(b8.3(b) hereof. ---------------.

Appears in 1 contract

Samples: Stock Purchase Agreement (Personnel Group of America Inc)

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