Common use of Seller’s Certificate Clause in Contracts

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a an accurate certificate from Sellerof the Sellers, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying (a) as to the fulfillment of the matters specified in Sections 11.1 through 11.3, and (b) any changes that Purchaser is required to be notified of pursuant to Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder8.4, or that previously had not been disclosed to Purchaser.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsellender, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. The Purchaser shall have received a certificate from Sellerthe Sellers, dated as of the applicable Closing Date, reasonably satisfactory in form and substance to the Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 10.3 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser Buyer shall have received a certificate from SellerSellers, dated as of the Closing Date, and reasonably satisfactory in form and substance to Purchaser Buyer and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 6.02(a) hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller Sellers hereunder.

Seller’s Certificate. Purchaser Buyer shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser Buyer and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 6.2(a) hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from SellerSeller (the “Seller Bring Down Certificate”), dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, {P0227089:21 } -57- EXHIBIT 2.1 certifying as to the matters specified in Section 10.1 9.1 and Section 10.2 9.2 hereof. The matters matter set forth in such the certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Datetime of Closing, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the fulfillment of all matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 11.1 and Section 10.2 11.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.;

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 4.1 and Section 10.2 4.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from each Seller, dated as of the Applicable Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of each Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing DateClosing, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counselPurchaser, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 110.1 and Section 10.2 110.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from SellerSeller and the Shareholders, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 10.1, Section 10.2 and Section 10.2 10.3 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

Seller’s Certificate. Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the fulfillment of all matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.