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.

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