Buyer Officer's Certificate
(Asset Purchase Agreement)

Summary

This buyer's officer's certificate template represents to the sellers that the buyer's closing conditions contained in the purchase agreement have been satisfied. This template includes practical guidance, drafting notes, and alternate clauses. In an M&A transaction that is not a simultaneous sign and close (i.e., where there is a period of time between the signing and the closing of the transaction), the parties commonly agree on a closing condition that requires the buyer to deliver an officer's certificate to ensure that the closing conditions are satisfied. If a separate Secretary's Certificate is not included, then, the applicable provisions of paragraphs 8 through 12 from the template Seller Officer's and Secretary's Certificate (Asset Purchase Agreement) can be added to this template. Otherwise, the buyer can deliver a standalone Secretary's Certificate.