Common use of Closing Certificate Clause in Contracts

Closing Certificate. The Sellers shall have delivered a certificate, signed by each of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Kemp Schaeffer Rowe & Lardiere)

Closing Certificate. The Sellers Seller shall have delivered received a certificate, dated as of the Closing Date and signed by each the Chief Executive Officer or Chief Financial Officer of the Sellers' respective PresidentsBuyer, and dated the Closing Date, certifying to the satisfaction that each of the conditions set forth in Sections 7.1 and 7.2 hereofSection 9.3(a) have been satisfied (the “Buyer Closing Certificate”).

Appears in 3 contracts

Sources: Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.)

Closing Certificate. The Sellers Purchaser shall have delivered deliver to the Seller a certificate, signed by each of the Sellers' respective Presidents, and dated the Closing Date, signed on behalf of the Purchaser by a senior executive officer thereof certifying to the satisfaction of effect that the conditions precedent to the Closing set forth in Sections 7.1 Section 5.01 and 7.2 hereofSection 5.02 have been satisfied.

Appears in 3 contracts

Sources: Exchange Agreement, Exchange Agreement (Monarch Community Bancorp Inc), Exchange Agreement

Closing Certificate. The Sellers Buyer shall have delivered a certificate, signed by each of the Sellers' respective Presidents, Buyer's President or a Vice President and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 8.1 and 7.2 hereof8.2 hereto.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Kemp Schaeffer Rowe & Lardiere)

Closing Certificate. The Sellers There shall have been delivered to Seller a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 9.3 and 7.2 hereof9.4.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Saks Inc), Stock Purchase Agreement (Belk Inc)

Closing Certificate. The Sellers shall have delivered received a certificate, signed by each of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction signed by an executive officer of the Buyer, certifying on behalf of the Buyer that the conditions set forth specified in the foregoing Sections 7.1 12.1 and 7.2 hereof12.2 have been satisfied.

Appears in 2 contracts

Sources: Asset Purchase Agreement (P10, Inc.), Asset Purchase Agreement (P10, Inc.)

Closing Certificate. The Sellers Buyer shall have delivered a certificate, signed by each of the Sellers' respective Presidents, Buyer's President and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 8.1 and 7.2 hereof8.2 hereto.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Sonic Automotive Inc), Asset Purchase Agreement (Sonic Automotive Inc)

Closing Certificate. The Sellers Seller shall have delivered a certificate, signed by each of the Sellers' respective Presidents, Seller's President and dated the Closing Datedate of the Closing, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Morgan Products LTD), Asset Purchase Agreement (Morgan Products LTD)

Closing Certificate. The Sellers There shall have been delivered to Seller a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized executive officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 9.3 and 7.2 hereof9.4.

Appears in 2 contracts

Sources: Purchase Agreement (Saks Inc), Purchase Agreement (Bon Ton Stores Inc)

Closing Certificate. The Sellers Seller shall have delivered to Buyer a certificate, signed by each certificate dated as of the Sellers' respective Presidents, Closing Date and dated the Closing Date, certifying signed on its behalf by its President or other authorized officer as to the satisfaction of compliance with the conditions set forth in Sections 7.1 and 7.2 hereof7.2.

Appears in 2 contracts

Sources: Partnership Interest Purchase Agreement (Fairpoint Communications Inc), Partnership Interest Purchase Agreement (Fairpoint Communications Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized executive officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 8.3 and 7.2 hereof8.4.

Appears in 2 contracts

Sources: Purchase Agreement (Saks Inc), Purchase Agreement (Bon Ton Stores Inc)

Closing Certificate. The Sellers There shall have been delivered to Sellers a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 9.2(a) and 7.2 hereof9.2(b).

Appears in 2 contracts

Sources: Stock Purchase Agreement (Chart Industries Inc), Equity Purchase Agreement (RBC Bearings INC)

Closing Certificate. The Sellers Buyer shall have delivered a certificate, signed by each of the Sellers' respective Presidents, Buyer's President and dated the Closing Datedate of the Closing, certifying to the satisfaction of the conditions set forth in Sections 7.1 8.1 and 7.2 hereof8.2 hereto.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Morgan Products LTD), Asset Purchase Agreement (Morgan Products LTD)

Closing Certificate. The Sellers There shall have been delivered to Seller a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 10.3 and 7.2 hereof10.4.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Saks Inc), Asset Purchase Agreement (Belk Inc)

Closing Certificate. The Sellers Buyer shall have delivered received a certificate, signed by each of the Sellers' respective Presidents, and dated the Closing Date, signed by an executive officer, manager or managing member of each Seller, certifying to the satisfaction on behalf of such Seller that the conditions set forth specified in the foregoing Sections 7.1 13.1 and 7.2 hereof13.2 have been satisfied.

Appears in 2 contracts

Sources: Asset Purchase Agreement (P10, Inc.), Asset Purchase Agreement (P10, Inc.)

Closing Certificate. The Sellers Buyer shall have delivered received a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of Seller, 41 that each of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 Section 9.1(a) and 7.2 hereof.Section 9.2(a) have been satisfied (the “Seller Closing Certificate”);

Appears in 2 contracts

Sources: Asset Purchase Agreement (Green Plains Inc.), Asset Purchase Agreement (Green Plains Inc.)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed by Sellers, confirming the satisfaction of the conditions set forth in Sections 7.1 8.03(a) and 7.2 hereof8.03(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Heico Corp)

Closing Certificate. The Sellers There shall have been delivered to Seller a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 10.2 and 7.2 hereof10.

Appears in 1 contract

Sources: Asset Purchase Agreement (Bon Ton Stores Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Sellers by the Stockholder Representative, confirming the satisfaction of the conditions set forth in Sections 7.1 Section 9.3(a), Section 9.3(b) and 7.2 hereofSection 9.3(d).

Appears in 1 contract

Sources: Stock Purchase Agreement (Icu Medical Inc/De)

Closing Certificate. The Sellers Seller shall have delivered a certificate, signed by each of the Sellers' respective Presidents, its duly authorized representative and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (National Techteam Inc /De/)

Closing Certificate. The Sellers Buyer shall have executed and delivered to Issuer a certificatecertificate of its president, signed by each of the Sellers' respective Presidents, and dated the Closing Datedate of Closing, certifying to the satisfaction of that the conditions set forth in contemplated of Buyer by Sections 7.1 and 7.2 hereofhave been satisfied.

Appears in 1 contract

Sources: Stock Subscription Agreement (Northeast Optic Network Inc)

Closing Certificate. The Sellers Seller shall have delivered to Buyer a certificate, certificate signed by each its President or any Vice President, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection .

Appears in 1 contract

Sources: Stock Purchase Agreement (Armstrong World Industries Inc)

Closing Certificate. The Sellers Buyer shall have delivered to the Seller a certificate, signed by each dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to signed by the satisfaction President of the Buyer, certifying, in such detail as the Seller may reasonably request, that the conditions set forth specified in Sections 7.1 and 7.2 hereof9.1 through 9.3 have been satisfied.

Appears in 1 contract

Sources: Asset Purchase Agreement (First Indiana Corp)

Closing Certificate. The Sellers Buyer shall have delivered to Seller a certificate, certificate signed by each its President or any Vice President, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection 6.1.

Appears in 1 contract

Sources: Stock Purchase Agreement (Interco Inc)

Closing Certificate. The Sellers Buyer and the Affiliates shall have delivered a certificate, signed by each of the Sellers' respective PresidentsBuyer's manager or by its members and by the Affiliates, and respectively, dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 8.1 and 7.2 hereof8.2 hereto.

Appears in 1 contract

Sources: Asset Purchase Agreement (National Techteam Inc /De/)

Closing Certificate. The Sellers Buyer shall have delivered a certificate, signed by each of the Sellers' respective Presidents, Buyer's President and dated the Closing Datedate of the Closing, certifying to the satisfaction of the conditions set forth in Sections 7.1 8.1 and 7.2 hereof8.2.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sonic Automotive Inc)

Closing Certificate. The Sellers shall have delivered a certificate, signed by each of the Sellers' respective PresidentsPresident and Manager, as the case may be, and dated the Closing Datedate of the Closing, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sonic Automotive Inc)

Closing Certificate. The Sellers Buyer shall have delivered to the Sellers a certificate, certificate signed by each an officer of the Sellers' respective PresidentsBuyer, and a certificate signed by an officer of the Parent, and each dated the Closing Date, certifying as to the satisfaction Buyer and to the Parent, respectively, that each of the conditions set forth specified in Sections 7.1 and 7.2 hereof8.1 through 8.3 has been satisfied in all respects.

Appears in 1 contract

Sources: Stock Purchase Agreement (Clarus Corp)

Closing Certificate. The Sellers Buyer shall have delivered to Seller a certificate, certificate signed by each its President or any Vice President, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection 0.

Appears in 1 contract

Sources: Stock Purchase Agreement (Armstrong World Industries Inc)

Closing Certificate. The Sellers Buyer shall have delivered received a certificate, signed by each certificate of the Sellers' respective PresidentsPresident or an Executive Vice President of the Seller, and dated the Closing Date, certifying to the satisfaction of that the conditions set forth in Sections 7.1 6.3(a) and 7.2 hereof6.3(b) have been satisfied; and the Buyer shall also have received a certificate of the Secretary of the Seller, dated the Closing Date, certifying as to the Seller's Articles, Bylaws, and the resolutions duly adopted by the Seller's Board of Directors authorizing the Asset Purchase.

Appears in 1 contract

Sources: Asset Purchase Agreement (Molina Healthcare Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 8.3 and 7.2 hereof8.

Appears in 1 contract

Sources: Stock Purchase Agreement (Belk Inc)

Closing Certificate. The Sellers Buyer shall have delivered to the Company a certificate, certificate signed by each a duly authorized officer of the Sellers' respective PresidentsBuyer, and dated as of the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 Section 8.1 hereof.

Appears in 1 contract

Sources: Stock Purchase Agreement (Dynamic Materials Corp)

Closing Certificate. The Sellers There shall have been delivered to the Seller a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 9.2(a) and 7.2 hereof9.2(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Veritiv Corp)

Closing Certificate. The Sellers Buyer shall have delivered to Seller a certificate, certificate signed by each its President or a Vice President, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection 6.1.

Appears in 1 contract

Sources: Stock Purchase Agreement (International Wire Group Inc)

Closing Certificate. The Sellers Seller shall have delivered to Buyer a certificate, certificate signed by each its President or any Vice President, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection 7.1.

Appears in 1 contract

Sources: Stock Purchase Agreement (Interco Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 8.3 and 7.2 hereof8.4.

Appears in 1 contract

Sources: Stock Purchase Agreement (Saks Inc)

Closing Certificate. The Sellers Buyer shall have delivered to the Seller a certificate, signed by each of the Sellers' respective Presidents, and dated the Closing DateDate and executed by a principal executive or financial officer, certifying to the satisfaction of that the conditions set forth specified in Sections 7.1 and 7.2 hereofhave been fulfilled.

Appears in 1 contract

Sources: Stock Purchase Agreement (Debt Resolve Inc)

Closing Certificate. The Sellers Buyer shall have delivered to Sellers a certificate, certificate signed by each its President, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection 6.1.

Appears in 1 contract

Sources: Stock Purchase Agreement (Waterford Wedgwood PLC)

Closing Certificate. The Sellers Buyer shall have delivered to the Seller in writing, at and as of the Closing, a certificatecertificate duly executed by the President of the Buyer, signed by in form and substance satisfactory to the Seller and the Seller's counsel, certifying that the conditions in each of the Sellers' respective PresidentsSections 6.1, 6.2 and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof6.3 have been satisfied.

Appears in 1 contract

Sources: Stock Purchase Agreement (Ply Gem Industries Inc)

Closing Certificate. The Sellers Each of Buyer shall have delivered to Sellers a certificate, certificate signed by each its President or its geschaftsfuhreren, as appropriate, dated as of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of the conditions effect set forth in Sections 7.1 and 7.2 hereofSection 6.1.

Appears in 1 contract

Sources: Acquisition Agreement (Armstrong World Industries Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 9.2 and 7.2 hereof9.3.

Appears in 1 contract

Sources: Asset Purchase Agreement (Bon Ton Stores Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 9.3 and 7.2 hereof9.

Appears in 1 contract

Sources: Asset Purchase Agreement (Belk Inc)

Closing Certificate. The Sellers Seller shall have delivered a certificate, signed by each of the Sellers' respective Presidents, Seller's President and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sonic Automotive Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 9.3 and 7.2 hereof9.4.

Appears in 1 contract

Sources: Asset Purchase Agreement (Saks Inc)

Closing Certificate. The Sellers Purchaser shall have delivered received a certificate, certificate signed by the President of each of the Sellers' respective PresidentsSeller, and dated the Closing Date, certifying to the satisfaction of in such detail as Purchaser may reasonably request that the conditions set forth specified in Sections 7.1 8.1 and 7.2 hereof8.2 hereof have been fulfilled.

Appears in 1 contract

Sources: Asset Purchase Agreement (Integra Lifesciences Holdings Corp)

Closing Certificate. The Sellers There shall have been delivered to Seller a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 Section 8.2(a) and 7.2 hereofSection 8.2(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Post Holdings, Inc.)

Closing Certificate. The Sellers There shall have been delivered to the Stockholder Representative (on behalf of Sellers) a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 9.2(a) and 7.2 hereof9.2(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Impax Laboratories Inc)

Closing Certificate. The Sellers Buyer shall have delivered to the Seller a certificate, signed by each of the Sellers' respective Presidents, and dated the Closing Date, Date certifying to the satisfaction Buyer’s fulfillment of the conditions set forth in Sections 7.1 10.1 and 7.2 10.2 hereof.

Appears in 1 contract

Sources: Stock Purchase Agreement (American Safety Insurance Holdings LTD)

Closing Certificate. The Sellers Buyer shall have delivered furnished to Rave a certificate, certificate signed by each an authorized officer of the Sellers' respective Presidents, and Buyer dated as of the Closing Date, certifying to the satisfaction of effect that the conditions set forth specified in Sections 7.1 and 7.2 hereofhave been satisfied.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Carmike Cinemas Inc)

Closing Certificate. The Sellers There shall have be delivered to Seller a certificatecertificate executed by the Purchaser's President and Treasurer, signed by each of the Sellers' respective Presidents, and dated the Closing Date, certifying to the satisfaction of that the conditions set forth in Sections 7.1 10.1 and 7.2 hereof10.2 have been fulfilled.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Pennichuck Corp)

Closing Certificate. The Sellers Buyer shall have delivered to Seller a certificate, signed by each dated as of the Sellers' respective PresidentsClosing Date and signed on behalf of Buyer by an appropriate senior officer, and dated the Closing Date, certifying to confirming the satisfaction by Buyer of the conditions set forth in Sections 7.1 10.4.b(i) and 7.2 hereof10.4.b(ii) (without qualification as to knowledge or materiality or otherwise).

Appears in 1 contract

Sources: Asset Purchase Agreement (Steelcloud Inc)

Closing Certificate. The Sellers There shall have been delivered to Buyer a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Seller by a duly authorized officer of Seller, confirming the satisfaction of the conditions set forth in Sections 7.1 9.3(a) and 7.2 hereof9.3(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Veritiv Corp)

Closing Certificate. The Sellers There shall have been delivered to Sellers a certificate, signed by each of the Sellers' respective Presidents, and certificate dated the Closing Date, certifying to signed on behalf of Buyer by a duly authorized officer of Buyer, confirming the satisfaction of the conditions set forth in Sections 7.1 8.02(a) and 7.2 hereof8.02(b).

Appears in 1 contract

Sources: Stock Purchase Agreement (Heico Corp)

Closing Certificate. The Sellers shall have delivered a certificate, signed by each of the Sellers' respective Presidents, General Partners or Managers, as the case may be, and dated the Closing Date, certifying to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Sonic Automotive Inc)