officer's certificate

officer's certificate
USA
closing certificate, Also known as an officer's certificate.
For a transaction where the operative agreement (such as a merger agreement or purchase agreement) is signed before the closing, a certificate signed by an officer of a company (or for an LLC without officers, a manager or managing member) and delivered at the closing. The closing certificate typically certifies to the following:
• All of the representations and warranties set out in the agreement are true and correct as of the date of the certificate.
• All covenants and agreements contained in the agreement have been duly performed.
• All conditions precedent set out in the agreement have been satisfied.

Practical Law Dictionary. Glossary of UK, US and international legal terms. . 2010.

Игры ⚽ Нужно решить контрольную?

Look at other dictionaries:

  • reserve officer‘s certificate — atsargos karininko liudijimas statusas Aprobuotas sritis karo prievolė apibrėžtis Dokumentas, kuriuo patvirtinamas karo prievolininko statusas ir kuris išduodamas karininkams, išleidžiamiems į atsargą ar perkeliamiems į dimisiją, baigusiems… …   Lithuanian dictionary (lietuvių žodynas)

  • certificate of authentication — The certificate of an officer of a court of record, or like official, to the effect that the officer taking an acknowledgment or proof by affidavit was, at the date thereof, such officer as he claimed to be, and authorized to take the… …   Ballentine's law dictionary

  • certificate — cer·tif·i·cate 1 /sər ti fi kət/ n 1 a: a document containing a certified statement esp. as to the truth of something a birth certificate b: a document certifying that a person has fulfilled the requirements of and may practice in a specified… …   Law dictionary

  • Certificate of Merit Medal — Medal ribbon bar Awarded by United …   Wikipedia

  • Officer Candidates School (United States Marine Corps) — Officer Candidates School The OCS insignia Active 1891 present Country …   Wikipedia

  • Certificate — Cer*tif i*cate, n. [F. certificat, fr. LL. certificatus made certain, p. p. of certificare. See {tify}.] 1. A written testimony to the truth of any fact; as, certificate of good behavior. [1913 Webster] 2. A written declaration legally… …   The Collaborative International Dictionary of English

  • certificate — /sartifakat/ A written assurance, or official representation, that some act has or has not been done, or some event occurred, or some legal formality has been complied with. A written assurance made or issuing from some court, and designed as a… …   Black's law dictionary

  • certificate — /sartifakat/ A written assurance, or official representation, that some act has or has not been done, or some event occurred, or some legal formality has been complied with. A written assurance made or issuing from some court, and designed as a… …   Black's law dictionary

  • certificate of acknowledgment — The written evidence of an acknowledgment by the officer who takes the acknowledgment, which states in substance that the person named therein was known to and appeared before him and acknowledged the instrument to be his act and deed. 1 Am J2d… …   Ballentine's law dictionary

  • certificate of conformity — A certificate by an officer of a court, usually the clerk of court, or other proper officer, that an acknowledgment or proof by affidavit is in conformity with law. Such certificate is often combined with a certificate of authenticity. 1 Am 12d… …   Ballentine's law dictionary

Share the article and excerpts

Direct link
Do a right-click on the link above
and select “Copy Link”