An officer's certificate, or closing certificate, delivered at the closing of an M&A transaction, certifying that the company's representations and warranties in the transaction agreement remain true and correct and that it has completed or met the covenants and conditions precedent set out in the agreement.
As referenced above, a typical officer's certificate certifies that various closing conditions have been satisfied as of the closing date, whereas the secretary's certificate is necessary during the closing to ensure that the selling entity is duly organized or incorporated and capable of effecting the transaction.
An Officers Certificate is a document signed by a company's officer certifying certain facts about the company.
An Officers Certificate is a document signed by a company's officer certifying certain facts about the company.
"Officers' certificate" means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.
The certificate must state the name of the person or persons served, the date of service, the method of service, and the mailing address or email address to which service was made, if not made in person.