Common use of Purchaser’s Certificates Clause in Contracts

Purchaser’s Certificates. The Seller shall have been furnished with a certificate dated the Closing Date and signed by the Purchaser to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of such person, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement. Furthermore, the certificate shall represent, to the best knowledge of the Purchaser, that: (a) This agreement has been duly approved by the Purchaser and has been duly executed and delivered in the name and on behalf of the Purchaser. (b) Except as provided or permitted herein, there have been no material adverse changes in the Purchaser up to and including the date of the certificate; (c) All material conditions required by this Agreement have been met, satisfied, or performed by the Purchaser; (d) All authorizations, consents, approvals, registrations, and/or filings with any governmental body, agency, or court required in connection with the execution and delivery of this Agreement and related documents by the Purchaser have been obtained and are in full force and effect or, if not required to have been obtained will be in full force and effect by such time as may be required; and (e) There is no material action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against the Purchaser wherein an unfavorable decision, ruling, or finding would have a material adverse affect on the financial condition of the Purchaser, for the transactions contemplated herein, or any material agreement or instrument by which the Purchaser is bound.

Purchaser’s Certificates. The Seller Fitmedia shall have been furnished with a certificate dated the Closing Date and signed by the Purchaser to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of such person, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement. Furthermore, the certificate shall represent, to the best knowledge of the Purchaser, that: (a) This agreement has been duly approved by the Purchaser and has been duly executed and delivered in the name and on behalf of the Purchaser. (b) Except as provided or permitted herein, there have been no material adverse changes in the Purchaser up to and including the date of the certificate; (c) All material conditions required by this Agreement have been met, satisfied, or performed by the Purchaser; (d) All authorizations, consents, approvals, registrations, and/or filings with any governmental body, agency, or court required in connection with the execution and delivery of this Agreement and related documents by the Purchaser have been obtained and are in full force and effect or, if not required to have been obtained will be in full force and effect by such time as may be required; and (e) There is no material action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against the Purchaser wherein an unfavorable decision, ruling, or finding would have a material adverse affect on the financial condition of the Purchaser, for the transactions contemplated herein, or any material agreement or instrument by which the Purchaser is bound.