Seller Certificates Clause Samples

Seller Certificates. An executive officer of Huntsman Petrochemical and an authorized representative of Huntsman Fuels shall have executed and delivered to the Purchaser a certificate as to compliance with the conditions set forth in Sections 7.2(b) (to the extent relating to a Seller), (c), (d) and (f).

Seller Certificates. The Seller shall have delivered to the Buyer a certificate, dated the Closing Date and executed by the President or Chief Executive Officer of the Seller, substantially in the form set forth in Exhibit D-1 hereto, certifying that the matters set forth in Section 7.3(a) and (b) have been satisfied; and certificates, dated the Closing Date and executed by the Secretary of the Seller, substantially in the form set forth in Exhibit D-2 hereto.

Seller Certificates. The Purchaser shall have received a certificate from Seller, in form and substance satisfactory to the Purchaser, dated the Closing Date, and signed by Seller, certifying as to the matters set forth in Sections 7.1 and 7.2.

Seller Certificates. The Seller Group shall cause each of the following certificates to be executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of the Company, dated as of the First Closing Date, certifying (A) that true, correct and complete copies of the Company's Charter Documents as in effect on the First Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement on behalf of the Company; and (C) the genuineness of the resolutions (attached thereto) of the board of directors or similar governing body of the Company and the Stockholder authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby; (ii) a certificate of the secretary of each of the Company's Subsidiaries, dated as of the First Closing Date, certifying that true and complete copies of such Subsidiary's Charter Documents as in effect on the First Closing Date are attached thereto; and (iii) certificates dated within ten (10) days of the First Closing Date of the secretaries of state of the states in which the Company and each of its Subsidiaries is organized and qualified to do business, certifying as to the good standing and non-delinquent Tax status of such Person.

Seller Certificates. The Manager of each Seller and the President of the Parent shall have executed and delivered to the Purchaser a certificate as to compliance with the conditions set forth in Sections 9.2(a), (b) and (c);

Seller Certificates. Seller shall furnish Buyer with: (i) a certificate executed by the Secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Seller and (B) incumbency matters with respect to Seller; (ii) a certificate of the appropriate Governmental Entity certifying the status or Good Standing of Seller in the State of Texas and each Rodeo Entity in its jurisdiction of organization (if available in such jurisdiction); and (iii) a certificate signed by Seller as to the fulfillment of the conditions set forth in Section 6.1(a) and, with respect to obligations of Seller, Section 6.1(b).

Seller Certificates. Seller shall furnish Buyer with: (i) a certificate executed by the Secretary of Seller certifying as of the Closing Date (i) a true and complete copy of the Organizational Documents of Seller and (ii) incumbency matters with respect to Seller; (ii) a certificate of the appropriate Governmental Entity certifying the status or Good Standing of Seller in the State of Delaware; (iii) a certificate signed by Seller as to the fulfillment of the conditions set forth in Sections 6.1(a) and (b); and

Seller Certificates. If any notice, document, correspondence or other information is specified to be provided to Purchaser pursuant to this Agreement and disclosure of the same to Purchaser would breach the confidentiality obligations owed by Seller to Incyte under the License Agreement, as modified by the Incyte Consent (a “Confidentiality Restriction”), then in lieu of providing Purchaser a copy of such notice, document, correspondence or other information, Seller shall, to the extent permissible under the Confidentiality Restriction, deliver to Purchaser a written summary, certified by the Senior Vice President and Chief Financial Officer of Seller or the Senior Vice President and General Counsel of Seller, of all information contained in such communication that Seller reasonably believes is material; provided, that, if Seller is advised in writing by its counsel that providing Purchaser such written summary would reasonably be expected to constitute a breach of the Confidentiality Restriction, then Seller shall paraphrase or otherwise describe the substance for Purchaser of such notice, document, correspondence or other information to the maximum extent possible while complying with the Confidentiality Restriction.

Seller Certificates. Each Seller shall furnish Buyer with: (i) a certificate executed by the Secretary, or other duly authorized director, managing director or officer of such Seller certifying as of the Closing Date (x) a true and complete copy of the Organizational Documents of such Seller and (y) a true and correct copy of the resolutions duly adopted by the board of directors (or other equivalent governing body) of each Seller, authorizing the execution, delivery and performance of this Agreement and the Transactions with respect to such Seller; (ii) a certificate of the appropriate Governmental Entity certifying the status or good standing, if applicable, of such Seller in its jurisdiction of incorporation; and (iii) a certificate signed by an officer of such Seller that the conditions set forth in Sections 6.2(a) and (b) have been satisfied.