The Seller's Certificate Sample Clauses

The Seller's Certificate. The Sellers must have delivered to Buyer a certificate stating that (i) the representations, warranties and covenants made by the Sellers in the Agreement are true in all material respects at and as of Closing as if made on and as of Closing (excluding for this purpose any materiality qualifier in such representations and warranties), and (ii) the Sellers have performed and complied with all of their covenants and obligations under this Agreement in all material respects which are to be performed or complied with by it before or at Closing.
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The Seller's Certificate. Seller shall deliver to Buyer on the Closing Date a certificate (the "Seller's Certificate") updating the representations and warranties of Seller set forth in Section 5.1 below through the Closing Date; provided, however, that if Seller becomes aware during the Contract Period of any matters which make any of such representations or warranties untrue, Seller shall promptly disclose such matters to Buyer. In the event that Buyer otherwise becomes aware during the Contract Period of any matters which make any of Seller's representations or warranties untrue as of the Closing Date, then Buyer shall notify Seller promptly of such matters. In the event the Seller discloses any such matters to Buyer, or Buyer becomes aware during the Contract Period of any such matters, and such matters are materially adverse to Buyer, then Buyer shall have the option of terminating this Agreement by written notice of such election to Seller on or before the Closing Date. If any such matters disclosed by Seller or discovered by Buyer do not materially and adversely affect the Buyer, then Buyer shall waive such matters and complete the purchase of the Hotels in accordance with the terms of this Agreement. For the purposes of this Section 3.4, "Buyer becomes aware" shall mean such matter was expressly disclosed in any of the documents delivered or made available to Buyer pursuant to Section 3.1(a), expressly described in any written report obtained by Buyer from a third party or within the actual knowledge of any of Xxxxxxx Xxxxxx, Xxxx Xxxx or Xxxx Xxxxxx prior to the Closing Date.
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The Seller's Certificate. The Buyer shall have been furnished with a certificate of an authorized officer of the Seller, dated the Closing Date, certifying to the effect that the conditions contained in Sections 9.1 and 9.2 have been fulfilled.
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The Seller's Certificate. The Sellers shall have delivered to the Purchaser the Closing Certificate.
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Related to The Seller's Certificate

  • 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.

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

  • Buyer’s Certificate Buyer shall deliver to Seller at the Closing, a certificate in the form of Exhibit C attached hereto and incorporated herein by this reference.

  • Manager’s Certificate Any person dealing with the Company or the Manager may rely upon a certificate signed by the Manager with respect to one or more of the following:

  • Borrower’s Certificate A certificate signed by Borrower to the effect that the Repairs have been fully paid for and no claim exists against Borrower or against the Mortgaged Property out of which a lien based on furnishing labor or material exists or might ripen. Borrower may except from the certificate described in the preceding sentence any claim(s) that Borrower intends to contest, provided that any such claim is described in Borrower’s certificate. If required by Lender, Borrower also must certify to Lender that the Repairs are in compliance with all applicable building codes and zoning ordinances.

  • Selling Shareholder’s Certificate On each of the First Closing Date and the Second Closing Date, as the case may be, the Representatives shall received a written certificate executed by the Attorney-in-Fact of each Selling Shareholder, dated as of such Closing Date, to the effect that:

  • Selling Stockholders’ Certificate On each of the First Closing Date and each Option Closing Date, the Representatives shall receive a written certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated as of such date, to the effect that:

  • Annual Servicer's Certificate The Servicer will deliver to the Rating Agencies, the Trustee, any Agent and any Enhancement Providers on or before March 31 of each calendar year, beginning with March 31, 1992, an Officers' Certificate substantially in the form of Exhibit C stating that (a) a review of the activities of the Servicer during the preceding calendar year and of its performance under this Agreement was made under the supervision of the officer signing such certificate and (b) to the best of such officer's knowledge, based on such review, the Servicer has performed in all material respects its obligations under this Agreement throughout such year, or, if there has been a material default in the performance of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any Investor Certificateholder by a request in writing to the Trustee addressed to the Corporate Trust Office.

  • Servicer’s Certificate No later than noon Eastern time on each Determination Date, the Servicer shall deliver (electronic delivery being acceptable) to the Trustee, the Owner Trustee and the Trust Collateral Agent the monthly Servicer’s Certificate. The Servicer will also deliver the Servicer’s Certificate to each Rating Agency on the same date the Servicer’s Certificate is publicly available (provided that if the Servicer’s Certificate is not made publicly available, the Servicer will deliver it to each Rating Agency no later than the 25th of each month (or if not a Business Day, the next succeeding Business Day)). Each Servicer’s Certificate will be executed by a Responsible Officer of the Servicer and contain among other things: (i) all information necessary to enable the Trust Collateral Agent to make the distributions required by Sections 5.7(a) and 5.7(b), (ii) a listing of all Purchased Receivables and Sold Receivables purchased by the Servicer or sold by the Issuer as of the related Accounting Date, identifying the Receivables so purchased by the Servicer or sold by the Issuer, (iii) all information necessary to enable the Trust Collateral Agent to make such statements available to Noteholders as required by Section 5.9 and (iv) solely in the case of the first monthly Servicer’s Certificate, the disclosure required by Rule 4(c)(1)(ii) of Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”). Receivables purchased by the Servicer or by the Seller on the related Accounting Date and each Receivable which became a Liquidated Receivable or which was paid in full during the related Collection Period shall be identified by account number (as set forth in the Schedule of Receivables).

  • Officer's Certificate Regarding MACs Since December 31, 2005, no Material Adverse Change shall have occurred; prior to the Closing Date, there shall have been no material change in the management of any Loan Party or Subsidiary of any Loan Party; and there shall have been delivered to the Agent for the benefit of each Bank a certificate dated the Closing Date and signed by the Chief Executive Officer, President or Chief Financial Officer of each Loan Party to each such effect.

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