Common use of Closing Certificate Clause in Contracts

Closing Certificate. Such Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of the conditions specified in sub-sections (a), (b) and (c) above.

Appears in 16 contracts

Sources: Share Subscription Agreement, Share Subscription Agreement, Share Subscription Agreement (Tencent Music Entertainment Group)

Closing Certificate. Such Purchaser The Company shall have delivered deliver to the Company Purchaser a certificate, dated as of the Closing Date, signed by a duly authorized director one of its directors or officer of such Purchasersenior executive officers, certifying as to the satisfaction of that the conditions specified in sub-sections (a), (b) and (c) aboveSections 6.1 through 6.4 have been fulfilled.

Appears in 12 contracts

Sources: Share Subscription Agreement (Tencent Music Entertainment Group), Share Subscription Agreement (Tencent Music Entertainment Group), Share Subscription Agreement (Tencent Music Entertainment Group)

Closing Certificate. Such The Purchaser shall have delivered deliver to the Company Seller a certificate, dated as of the Closing Date, signed on behalf of the Purchaser by a duly authorized director or senior executive officer of such Purchaser, thereof certifying as to the satisfaction of effect that all conditions precedent to the conditions specified in sub-sections (a), (b) and (c) aboveClosing have been satisfied.

Appears in 7 contracts

Sources: Securities Purchase Agreement, Securities Purchase Agreement (United Bankshares Inc/Wv), Securities Purchase Agreement (C & F Financial Corp)

Closing Certificate. Such The Purchaser shall have delivered deliver to the Company Seller a certificate, dated as of the Closing Date, signed on behalf of the Purchaser by a duly authorized director or senior executive officer of such Purchaser, thereof certifying as to the satisfaction of effect that the conditions specified precedent to the Closing set forth in sub-sections (a), (b) Section 5.01 and (c) aboveSection 5.02 have been satisfied or waived.

Appears in 6 contracts

Sources: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement

Closing Certificate. Such Purchaser shall have delivered to the Company Stockholder a certificatecertificate executed by an authorized officer of Purchaser, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of that the conditions specified set forth in sub-sections (a), Sections 6.3(a) and (b) and (c) abovehave been satisfied.

Appears in 4 contracts

Sources: Purchase Agreement, Stock Purchase Agreement (Amn Healthcare Services Inc), Purchase Agreement (Red Lion Hotels CORP)

Closing Certificate. Such The Purchaser shall have delivered to the Company Corporation a certificate, executed by authorized representatives of the Purchaser, dated as of the Initial Closing Date, signed certifying to: (i) the Purchaser’s authority to consummate the transactions contemplated by a duly authorized director or officer of such Purchaser, certifying as to this Agreement and the satisfaction of other Transaction Documents; and (ii) that the conditions specified in sub-sections (a), (bSections 3.2(a) and (c3.2(b) abovehave been satisfied.

Appears in 4 contracts

Sources: Note Purchase Agreement (BELLUS Health Inc.), Note Purchase Agreement (BELLUS Health Inc.), Note Purchase Agreement (BELLUS Health Inc.)

Closing Certificate. Such Purchaser Buyer shall have delivered to the Company Seller a certificatecertificate duly executed by an authorized officer of Buyer, dated as of the Closing Date, signed by a duly authorized director or officer certifying on behalf of such Purchaser, certifying Buyer as to the satisfaction of Buyer’s compliance with the conditions specified set forth in sub-sections (a), (bSection 6.3(a) and (c) aboveSection 6.3(b).

Appears in 3 contracts

Sources: Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (SAFG Retirement Services, Inc.), Stock Purchase Agreement (American International Group, Inc.)

Closing Certificate. Such The Purchaser shall have delivered deliver to the Company Seller a certificate, signed on behalf of the Purchaser by a senior executive officer thereof, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of effect that all conditions precedent to the conditions specified in sub-sections (a), (b) and (c) aboveClosing have been satisfied.

Appears in 3 contracts

Sources: Securities Purchase Agreement (1st Financial Services CORP), Securities Purchase Agreement, Merger Agreement

Closing Certificate. Such Purchaser shall have delivered to the Company received a certificate, certificate dated as of the such Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction an Officer of the conditions specified Company substantially in sub-sections (a), (b) and (c) above.the form attached hereto as Exhibit B.

Appears in 2 contracts

Sources: Note Agreement (Family Restaurants), Note Agreement (Prandium Inc)

Closing Certificate. Such Purchaser shall have delivered to the Company a certificatecertificate of an authorized officer of Purchaser, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of effect that the conditions specified in sub-sections (a), (bSection 6.2(a) and (cSection 6.2(b) abovehave been satisfied.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Extreme Networks Inc)

Closing Certificate. Such Purchaser shall have delivered to the Company a certificatecertificate of an authorized officer of Purchaser, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of effect that the conditions specified in sub-sections (a), Section 7.02(a) and (b) and (c) abovehave been satisfied.

Appears in 2 contracts

Sources: Asset Purchase Agreement (TTEC Holdings, Inc.), Asset Purchase Agreement (Alj Regional Holdings Inc)

Closing Certificate. Such The Purchaser shall have delivered to the Company Seller a certificate, signed by an executive officer of the Purchaser and dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of the conditions specified matters set forth in sub-sections (a), (b) Sections 9.2.1 and (c) above9.2.2.

Appears in 2 contracts

Sources: Share Purchase Agreement (Northann Corp.), Share Purchase Agreement (Northann Corp.)

Closing Certificate. Such The Purchaser shall have delivered to the Company received a certificate, dated as of the Closing Date, and signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction Company and signed by the Sellers that each of the conditions specified set forth in sub-sections (a), (bSection 7.1(a) and (cSection 7.1(b) abovehave been satisfied.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Progressive Care Inc.), Membership Interest Purchase Agreement

Closing Certificate. Such Purchaser shall have delivered to the Company Seller a certificate, dated as the date of the Closing Date, signed and executed by a duly authorized director or officer of such Purchaserofficer, certifying as to the satisfaction effect that each of the conditions specified in sub-sections (a), Sections 7.2(a) and (b) and (c) aboveabove is satisfied in all respects.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Intersections Inc), Stock Purchase Agreement (China Healthcare Acquisition Corp.)

Closing Certificate. Such Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, signed in form and substance reasonably acceptable to Sellers and executed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of each of the conditions specified set forth in sub-sections clauses (a), ) and (b) and (c) aboveof this Section 8.2.

Appears in 1 contract

Sources: Asset Purchase Agreement (Performance Sports Group Ltd.)

Closing Certificate. Such Purchaser The Purchasers shall have delivered to received a certificate of the Company a certificateServicer and each Seller, and an officer’s certificate from the Chief Financial Officer of the Servicer, each dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as in form and substance satisfactory to the satisfaction of the conditions specified in sub-sections (a)Purchasers, (b) with appropriate insertions and (c) aboveattachments.

Appears in 1 contract

Sources: Revolving Trade Receivables Purchase Agreement (Celestica Inc)

Closing Certificate. Such Purchaser shall have delivered received a certificate signed by an executive officer of Seller, in form and substance reasonably satisfactory to the Company a certificatePurchaser, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction effect that each of the conditions specified above in sub-sections (a), (bSections 9.2(a)-(c) and (c) abovehave been satisfied.

Appears in 1 contract

Sources: Asset Purchase Agreement (Kaiser Aluminum Corp)

Closing Certificate. Such Purchaser The Company shall have delivered to the Company Purchaser a certificate, dated as of the Closing Date, signed on behalf of the Company by a duly authorized director or officer of such the Company and in form and substance reasonably satisfactory to Purchaser, certifying as to the satisfaction of that the conditions specified set forth in sub-sections (aSection 10.3(a), (bSection 10.3(b), Section 10.3(d) and (cSection 10.3(e) abovehave been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Novatel Wireless Inc)

Closing Certificate. Such Purchaser Buyer shall have delivered to the Company a certificatecertificate of an authorized officer, dated as of the Closing Date, signed given by a duly authorized director him or officer her on behalf of such PurchaserBuyer and Merger Sub and not in his or her individual capacity, certifying as to the satisfaction of effect that the conditions specified set forth in sub-sections (a), (bSection 5.03(a) and Section 5.03(b) have been satisfied (c) abovethe “Buyer Closing Certificate”).

Appears in 1 contract

Sources: Merger Agreement (Vonage Holdings Corp)

Closing Certificate. Such The Purchaser shall have delivered delivered, or caused to be delivered, to the Company a certificate, dated as of the Closing Date, signed by a duly of any authorized director or officer of such Purchaser, certifying the Purchaser and Merger Sub as to the satisfaction of compliance with the conditions specified set forth in sub-sections (a), (bSection 7.3(a) and (cSection 7.3(b) aboveof this Agreement.

Appears in 1 contract

Sources: Merger Agreement (Nordson Corp)

Closing Certificate. Such Purchaser Buyer shall have delivered to received a duly executed certificate signed on behalf of the Company a certificateby the Chief Executive Officer or the Chief Financial Officer of the Company, in form and substance reasonably satisfactory to Buyer, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, Date certifying as to the satisfaction of the conditions specified matters set forth in sub-sections (aSections 7.01(a), (b7.01(b) and 7.01(c) (c) abovethe “Company Closing Certificate”).

Appears in 1 contract

Sources: Stock Purchase Agreement (Arkansas Best Corp /De/)

Closing Certificate. Such Purchaser shall have delivered to the Company Seller a certificatecertificate executed by an authorized officer of Purchaser, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of that the conditions specified set forth in sub-sections (a), Sections 5.3(a) and (b) and (c) abovehave been satisfied.

Appears in 1 contract

Sources: Asset Purchase Agreement (Scott's Liquid Gold - Inc.)

Closing Certificate. Such Purchaser shall have delivered to the Company Equityholders’ Representative a certificatecertificate executed by an authorized officer of Purchaser, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of that the conditions specified set forth in sub-sections (a), Sections 6.3(a) and (b) and (c) abovehave been satisfied.

Appears in 1 contract

Sources: Stock Purchase Agreement (Viemed Healthcare, Inc.)

Closing Certificate. Such Purchaser shall have delivered to the Company received a certificate, dated as of the Closing Date, of the Company, signed by the President, Chief Financial Officer, or a duly authorized director or officer Vice President thereof, the truth and accuracy of which shall be a condition to such Purchaser, certifying as ’s obligation to purchase the Notes proposed to be sold to such Purchaser and to the satisfaction of the conditions specified effect set forth in sub-sections (a), (b) and (c) aboveExhibit C hereto.

Appears in 1 contract

Sources: Note Agreement (SJW Corp)

Closing Certificate. Such Purchaser shall have delivered to the Company received a certificate, certificate dated as of the such Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction an Officer of the conditions specified Company substantially in sub-sections (a), (b) and (c) above.the form attached hereto as Exhibit C.

Appears in 1 contract

Sources: Note Agreement (Metawave Communications Corp)

Closing Certificate. Such Purchaser Buyer shall have delivered to received a certificate of the Company a certificatesigned by the chief executive officer or the chief financial officer of the Company, dated as of the Closing Date, signed by a duly authorized director or officer of certifying in such Purchaserdetail as Buyer may reasonably request, certifying as to the satisfaction fulfillment of the conditions specified to the obligations of Buyer set forth in sub-sections (a), (b) and (c) abovethis Agreement that are required to be fulfilled by the Company on or before the Closing.

Appears in 1 contract

Sources: Merger Agreement (BankFinancial CORP)

Closing Certificate. Such Purchaser Buyer shall have delivered to the Company Seller a certificate, dated as of the Closing DateDate and signed on behalf of Buyer by an appropriate senior officer, signed by a duly authorized director or officer of such Purchaser, certifying as to confirming the satisfaction by Buyer of the conditions specified set forth in sub-sections (a), (bSections 10.4.b(i) and 10.4.b(ii) (c) abovewithout qualification as to knowledge or materiality or otherwise).

Appears in 1 contract

Sources: Asset Purchase Agreement (Steelcloud Inc)

Closing Certificate. Such Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, signed on behalf of the Company by a duly authorized director or officer of such PurchaserPurchaser and in form and substance reasonably satisfactory to the Company, certifying as to the satisfaction of that the conditions specified set forth in sub-sections (a), (bSection 10.2(a) and (cSection 10.2(b) abovehave been satisfied.

Appears in 1 contract

Sources: Merger Agreement (Novatel Wireless Inc)

Closing Certificate. Such Purchaser shall have delivered to received a certificate from the Company a certificateCompany, dated as of the Closing Date, signed Date and executed by a duly authorized director or executive officer of such Purchasereach of Seller and the Company, certifying as to Seller’s and the satisfaction Company’s fulfillment of the conditions specified set forth in sub-sections (aSection 10.2(a), (bSection 10.2(b) and (c) aboveSection 10.2(c).

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Intuitive Machines, Inc.)

Closing Certificate. Such Purchaser shall have delivered to the Company a certificate, signed by an executive officer of Purchaser and dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of the conditions specified matters set forth in sub-sections (aSection 7.02(a), (bSection 7.02(b) and (c) above.Section 7.02(c)

Appears in 1 contract

Sources: Business Combination Agreement (Magnum Opus Acquisition LTD)

Closing Certificate. Such The Purchaser shall have delivered to received at the Company Closing a certificate, certificate dated as of the Closing Date, signed Date and validly executed by a duly authorized director or officer of such Purchaserthe Company, certifying as to the satisfaction fulfillment of the conditions specified set forth in sub-sections (a), (b) Section 7.2.1 and (c) aboveSection 7.2.2.

Appears in 1 contract

Sources: Share Purchase and Subscription Agreement (Vipshop Holdings LTD)

Closing Certificate. Such Purchaser Buyer shall have delivered to the Company a certificatecertificates of Buyer in form and substance satisfactory to the Company, dated as of the Closing Date, Date and signed by a duly authorized director or officer corporate officers of such PurchaserBuyer, certifying as to the satisfaction of the conditions specified effect described in sub-sections (aSection 8.3(a), (b) and (c) above.

Appears in 1 contract

Sources: Stock Purchase Agreement (Wynns International Inc)

Closing Certificate. Such The Purchaser shall have delivered to the Company received a certificate, executed by the Chief Executive Officer or President of the Company, dated as of the Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of that the conditions specified set forth in sub-sections (a), (b) and (c) abovethis Section 7.1 have been satisfied.

Appears in 1 contract

Sources: Common Stock Purchase Agreement (Corixa Corp)

Closing Certificate. Such The Purchaser shall have delivered to the Company Sole Member a certificate, dated as the date of the Closing Date, signed and executed by a duly authorized director or officer of such Purchaserofficer, certifying as to the satisfaction effect that each of the conditions specified in sub-sections (a), Sections 6.2(a) and (b) and (c) aboveabove is satisfied in all respects.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Widepoint Corp)

Closing Certificate. Such The Purchaser shall have delivered to the Company Seller a certificatecertificate executed by an authorized executive officer of the Purchaser, dated as of the Principal Closing Date, signed by a duly authorized director or officer of such Purchaser, certifying as to the satisfaction of the conditions specified set forth in sub-sections (a), (bSection 6.3(a) and (c) aboveSection 6.3(b).

Appears in 1 contract

Sources: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)

Closing Certificate. Such The Purchaser shall have delivered to the Company Shareholders a certificate, dated as the date of the Closing Date, signed and executed by a duly authorized director or officer of such Purchaserofficer, certifying as to the satisfaction effect that each of the conditions specified in sub-sections (a), Sections 6.2(a) and (b) and (c) aboveabove is satisfied in all respects.

Appears in 1 contract

Sources: Stock Purchase Agreement (Widepoint Corp)