Certificate of Parent Clause Samples
A Certificate of Parent clause requires a parent company to formally confirm or certify certain facts or obligations, typically in relation to a subsidiary's contractual commitments. In practice, this clause may obligate the parent to provide written assurance that the subsidiary is authorized to enter into the agreement, or that the parent will support the subsidiary’s performance. The core function of this clause is to provide additional security and assurance to the other contracting party by involving the parent company, thereby reducing the risk of non-performance or misrepresentation by the subsidiary.
Certificate of Parent. The Company shall have received a certificate, validly executed on behalf of Parent by a duly authorized officer of Parent to the effect that, as of the Closing, (i) the conditions to the obligations of the Company set forth in Section 6.3(a) have been satisfied and (ii) each and every one of the other conditions to the obligations of the Company set forth in this Section 6.3 have been duly satisfied (unless otherwise waived in accordance with the terms hereof).
Certificate of Parent. Company shall have been provided with a certificate executed on behalf of Parent by an authorized officer certifying that the condition set forth in Section 6.2(a) shall have been fulfilled.
Certificate of Parent. The Company shall have been provided with a certificate executed on behalf of Parent by an Executive Officer of Parent to the effect that, as of the Effective Time:
(i) all representations and warranties made by Parent in this Agreement are true and correct as referenced above; and
(ii) all covenants, obligations and conditions in this Agreement to be performed by Parent and Merger Sub at or before the Effective Time have been performed in all material respects.
Certificate of Parent. The Company shall have received from Parent and Merger Sub an officer’s certificate certifying to the fulfillment of the conditions specified in Section 6.2(a).
Certificate of Parent. The Company shall have received from Parent an officer’s certificate certifying to the fulfillment of the conditions specified in Section 7.2(a).
Certificate of Parent. The Company shall have received a certificate executed on behalf of Parent and Subsidiary by the Chief Executive Officer of each to the effect that, as of the Closing:
(i) all representations and warranties made by the Parent and Subsidiary in this Agreement (other than the representations and warranties of the Parent and Subsidiary as of a specified date, which will be true and correct as of such date) were true and correct on and as of: (A) the date of this Agreement and (B) the Effective Time as though such representations and warranties were made on and as of the Effective Time;
(ii) all covenants and obligations under this Agreement to be performed by Parent and Subsidiary on or before the Closing have been so performed; and
(iii) the conditions to the obligations of the Company and the Principals set forth in Section 5.03 have been satisfied (unless otherwise waived in accordance with the terms hereof).
Certificate of Parent. Company shall have been provided with a certificate executed on behalf of Parent by an authorized officer to the effect set forth in Section 7.2(a) and (b).
Certificate of Parent. Company shall have received a certificate executed on behalf of Parent by a President or a Vice President for and on its behalf to the effect that, as of the Closing:
(i) all representations and warranties made by Parent and Merger Sub in this Agreement (other than the representations and warranties of Parent and Merger Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects (without giving effect to any limitation as to “materiality” set forth therein) on and as of the Closing Date as though such representations and warranties were made on and as of such date; and
(ii) Parent and Merger Sub have performed and complied in all material respects with each of the covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing.
Certificate of Parent. The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:
(i) all representations and warranties made by Parent and Sub in this Agreement (other than the representations and warranties of Parent and Sub as of a specified date, which were true and correct as of such date) were true and correct on the date they were made and are true and correct in all material respects on and as of the Closing Date as though such representations and warranties were made on and as of such date;
(ii) Parent and Sub have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed or complied with by such parties as of the Closing; and
(iii) the condition to the obligations of the Company set forth in Section 6.2(a) has been satisfied (unless otherwise waived in accordance with the terms hereof).
Certificate of Parent. Parent shall have delivered to the Shareholders a certificate, executed by an executive officer and dated the Closing Date, certifying to the fulfillment and satisfaction of the conditions specified in Sections 8.1 through 8.3 above.