Buyer’s Certificate definition

Buyer’s Certificate shall have the meaning set forth in Section 7.1.

Buyer’s Certificate is defined in Section 12.3(e).

Buyer’s Certificate is defined in Section 9.1.

Examples of Buyer’s Certificate in a sentence

• The rights and privileges of each class of the Buyer’s capital stock are set forth in the Buyer’s Certificate of Incorporation.

• The execution, delivery, performance of and compliance with this Agreement have not resulted and will not result in any violation of, or conflict with, or constitute a default under, Buyer’s Certificate of Incorporation or its Bylaws, any of Buyer’s material agreements or any applicable statute, rule, regulation, order or restriction of any federal or state governmental entity or agency thereof.

• Delivering to Seller the (a) Buyer’s Certificate, and (b) Assignment and Assumption of Real Estate Purchase Sale Agreement, if applicable.

• Neither the execution and delivery by Buyer of this Agreement nor the consummation of the transactions contemplated hereby will conflict with or violate any provision of Buyer’s Certificate of Formation or Limited Liability Company Agreement, each as amended to date.

• Each Sponsor hereby waives, forfeits, surrenders and agrees not to exercise, assert or claim, to the fullest extent permitted by applicable Law, the ability to adjust the Initial Conversion Ratio (as defined in the Buyer Charter (as defined below)) set forth in Section 4.3(b) of Buyer’s Certificate of Incorporation dated as of October 21, 2020 (the “Buyer Charter”) in connection with the Business Combination Agreement.

More Definitions of Buyer’s Certificate

Buyer’s Certificate means a certificate delivered by the Buyers (without qualification as to knowledge, materiality or otherwise), signed on behalf of the Buyers by an authorized officer of each Buyer, to the effect that each of the conditions specified in clauses (a) and (b) of Section 6.2 is satisfied in all respects.

Buyer’s Certificate means a certificate signed by a duly authorized officer of Buyer confirming the matters set forth in Section 7.3(a) and Section 7.3(b).

Buyer’s Certificate has the meaning set forth in Section 3.3(c)(i).

Buyer’s Certificate shall have the meaning set forth in Section 9.4(h). 257090980 v3

Buyer’s Certificate means a certificate of a duly authorized officer of the Buyer confirming that, as of the Closing Date, (i) the representations and warranties of the Buyer contained in this Agreement that are qualified as to materiality shall be true and correct, and the representations and warranties of the Buyer contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case, at the time made and as of the Closing Date as if made at and as of such time and (ii) the Buyer has performed and complied in all material respects with all agreements and covenants required to be performed or complied with by the Buyer under this Agreement at or prior to the Closing.

Buyer’s Certificate means any one of such certificates.

Buyer’s Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to a judgment, order, decree, stipulation or injunction against Buyer) of Section 5.2 is satisfied. “Buyer Material Adverse Effect” means a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement. “Buyer New Environmental Condition” means, with respect to the Transferred Real Property or the Transferred Leased Property (a) an Environmental Condition resulting from a Release of Materials of Environmental Concern that first occurs on or after the Closing Date, (b) the quantity of Materials of Environmental Concern contributed to a Preexisting Environmental Condition from a continuing Release from any tank, equipment, pipe, structure or other unit being operated or used by the Business after the 45th day following the Closing Date, and (c) any increase in the horizontal or vertical extent, concentration or rate of migration of any Preexisting Environmental Condition caused by the negligent or intentional actions of Buyer after the Closing Date. “Buyer Plans” means the employee benefit plans, agreements, programs, policies and arrangements maintained by Buyer (or its Affiliates) for the benefit of Buyer’s employees. “Claims” means any demand, claim, allegation, assertion, action or cause of action. “Claim Notice” means a written notice signed by an officer of the Indemnified Party which contains (a) a statement that the Indemnified Party has sustained or is reasonably likely, as determined by the Indemnified Party in good faith, to sustain (including as a result of a third party Claim) Damages that are indemnifiable under Article VI and a reasonable explanation of the basis therefor, including the Section whose breach or purported breach gives rise to such claim for Damages, (b) a reasonably specific description of and the amount of Damages that have been sustained by the Indemnified Party, if quantifiable at the time of delivery of the Claim Notice, and if not so quantified, a reasonable estimate thereof to the extent possible, (c) a demand for payment in the amount of the Damages and (d) if applicable, copies of all relevant documentation (including any summons, complaint, pleading, written demand or other available document or instrument). “Closing” means the closing of the transactions contemplated by this Agreement. “Closing Date” means the earlier of (a) the first Monday or...