Seller Closing Certificate definition

Seller Closing Certificate has the meaning set forth in Section 7.02(d).

Seller Closing Certificate is defined in Section 3.2(a).

Seller Closing Certificate has the meaning as set forth in Section 5.2 hereof.

Examples of Seller Closing Certificate in a sentence

• No such update shall be deemed to supplement or amend the Disclosure Schedule for the purpose of (i) determining the accuracy of any representation or warranty made by the Seller in this Agreement or in the Seller Closing Certificate, or (ii) determining whether any of the conditions set forth in Section 6 has been satisfied.

• A Seller Closing Certificate, executed by the appropriate authorized representatives of Seller, dated as of the Closing Date, in a form substantially identical to Exhibit I attached to this Agreement.

• Purchaser is not relying, has not relied and will not rely on any representation or warranty whatsoever in connection with the Contemplated Transactions, express or implied, except for the representations and warranties set forth in Section 2 and Section 3, and the representations and warranties set forth in the Seller Closing Certificate.

• Without limitation on the foregoing, in the event that the "Seller Closing Certificate" (as hereinafter defined) shall disclose any material inaccuracies or material adverse changes in the representations and warranties of Seller which are not otherwise permitted or contemplated by the terms of this Agreement or known to Buyer (as defined in Section 7.2.5 hereof) during the Due Diligence Period, then Buyer shall have the right to terminate this Agreement.

• As used herein, "Seller Closing Certificate" means a certificate in form and substance reasonably satisfactory to Purchaser, dated the Closing Date.

More Definitions of Seller Closing Certificate

Seller Closing Certificate shall have the meaning set forth in Section 9.2(f).

Seller Closing Certificate is defined in Section 4.6(c).

Seller Closing Certificate has the meaning set forth in Section 1.5(B)(1)(g).

Seller Closing Certificate means an omnibus certificate in the form attached hereto as Exhibit I, dated as of the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in 4(c) and 4(d) has been satisfied.

Seller Closing Certificate means a certificate dated the Closing Date and signed by the Seller and each Stockholder attaching true, correct, and complete copies of Seller’s Certificate of Incorporation, By-Laws, and duly adopted resolution authorizing the execution and delivery of this Agreement, and the consummation of the transactions contemplated by this Agreement and the incumbency of each officer of the Seller;

Seller Closing Certificate means a certificate, dated as of the Closing Date, and signed by a duly authorized officer Seller, that each of the conditions in Section 7.2(a) and Section 7.2(b) have been satisfied.

Seller Closing Certificate has the meaning ascribed to such term in Section 7.1(a).