Common use of Seller’s Certificate Clause in Contracts

Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entity, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1, 8.2 and 8.3 have been satisfied.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Footstar Inc), Asset Purchase Agreement (Baker J Inc)

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Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entitythe Seller, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.19.1, 8.2 9.2 and 8.3 9.3 have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Videoserver Inc), Asset Purchase Agreement (Gti Corp)

Seller’s Certificate. The Seller and Services shall have delivered -------- ----------- to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entitythe Seller and Services, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1Sections 6.1, 8.2 6.2 and 8.3 6.3 have been satisfied.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ameritruck Distribution Corp), Stock Purchase Agreement (Ameritruck Distribution Corp)

Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entityits President and Chief Financial Officer, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1, 8.2 and 8.3 have been satisfied.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Vectra Technologies Inc), Asset Purchase Agreement (Molten Metal Technology Inc /De/)

Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate one or more certificates duly executed by each Selling EntitySeller, in form and substance reasonably satisfactory to the Buyer and the Buyer's ’s counsel, certifying that the conditions in each of Section 8.19.1, 8.2 9.2 and 8.3 9.3 have been satisfiedsatisfied and attaching copies of the certified resolutions of Seller’s Board of Directors approving the transactions contemplated hereby. Buyer shall have also received the certificate referenced in Section 8.1.14(e).

Appears in 1 contract

Samples: Asset Purchase Agreement (Imarx Therapeutics Inc)

Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entitythe Seller, in form and substance reasonably satisfactory to the Buyer and the Buyer's ’s counsel, certifying that the conditions in each of Section 8.17.1, 8.2 7.2 and 8.3 7.3 have been satisfied; provided, however, that if the parties execute this Agreement and conduct the Closing simultaneously, then the execution of this Agreement by the Seller shall be deemed to constitute such certification.

Appears in 1 contract

Samples: Asset Purchase Agreement (CSP Inc /Ma/)

Seller’s Certificate. The Seller Each of the Sellers shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entitysuch Seller, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1, 8.1 (as it relates to the representations and warranties made by such Seller in or pursuant to this Agreement) and 8.2 and 8.3 (as it related to the obligations of such Seller under this Agreement) have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (High Voltage Engineering Corp)

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Seller’s Certificate. The Seller Sellers shall have delivered to the Buyer -------- ----------- in writing, at and as of the Closing, a certificate duly executed by each Selling Entitythe Sellers, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1Sections 7.1, 8.2 7.2 and 8.3 7.3 have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameritruck Distribution Corp)

Seller’s Certificate. The Seller Sellers shall have delivered to the Buyer in writing, at and as of the Closing, a certificate one or more certificates duly executed by each Selling EntitySeller, in form and substance reasonably satisfactory to the Buyer and the Buyer's ’s counsel, certifying that the conditions in each of Section 8.1, 8.2 and 8.3 have been satisfiedsatisfied and attaching copies of the certified resolutions of the Company’s Board of Directors approving the transactions contemplated hereby. Buyer shall have also received the certificate referenced in Section 7.3(e).

Appears in 1 contract

Samples: Asset Purchase Agreement (Eden Bioscience Corp)

Seller’s Certificate. The Seller shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entity, of its officers in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section Sections 8.1, 8.2 and 8.3 have been satisfied.

Appears in 1 contract

Samples: Operating Agreement (Orion Healthcorp Inc)

Seller’s Certificate. The Seller Sellers shall have delivered to the Buyer in writing, at and as of the Closing, a certificate duly executed by each Selling Entityof the Sellers, in form and substance reasonably satisfactory to the Buyer and the Buyer's counsel, certifying that the conditions in each of Section 8.1, 8.2 7.1 and 8.3 7.2 have been satisfied.

Appears in 1 contract

Samples: Stock Purchase Agreement (H R Window Supply Inc)

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