An Officers Certificate is a document signed by a company's officer certifying certain facts about the company.
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 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.
Do solemnly swear (or affirm) that I will support, obey and defend the Constitution of the United States and the Constitution of the State of Utah, and that I will discharge the duties of my office with fidelity.