Seller’s Representations True and Correct; Certificate Sample Clauses
The 'Seller’s Representations True and Correct; Certificate' clause requires the seller to confirm that all statements and assurances they have made in the agreement remain accurate at a specified point, often at closing. Typically, the seller must provide a formal certificate or written statement affirming the truthfulness of their representations as a condition to completing the transaction. This clause ensures that the buyer can rely on the seller’s disclosures up to the finalization of the deal, thereby reducing the risk of undisclosed issues or misrepresentations.
Seller’s Representations True and Correct; Certificate. The representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects (other than any representation or warranty qualified as to materiality, which shall be true and correct in all respects) as of the Closing Date as if made on the Closing Date, except to the extent that any such representation and warranty is made as of a specified date, in which case such representation and warranty shall have been true and correct in all material respects as of such date (unless the circumstances that made any such representation or warranty false or misleading at the time shall no longer be continuing), and Seller shall have executed and delivered to Buyer a certificate confirming the same.