Seller Officer's and Secretary's Certificate
(Asset Purchase Agreement)

Summary

This seller closing certificate template is both an officer's certificate and a secretary certificate. As such, it certifies that various closing conditions have been satisfied (Officer's Certificate), and that the seller's organizational documents and resolutions authorizing the transaction are authentic (Secretary's Certificate). This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. Closing certificates are a standard part of mergers and acquisitions transactions that are not simultaneous sign and closes. While they serve different purposes, their common intent is to ensure that the transaction is capable of closing on the closing date. The contents of the certificates vary depending on the type of certificate (e.g., officer's, secretary's, incumbency). 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. The secretary's certificate may also include an incumbency section, evidencing the officers authorized to execute transaction documents on the seller's behalf, which list should include all officers that execute any of the transactions documents. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. This template combines the Officer's Certificate and Secretary's Certificate (including incumbency language). If separate certificates are required to be delivered instead, then the certifications set forth in paragraphs , , (and, if applicable, ) and the incumbency provision in paragraph should be moved into a separate Secretary's Certificate, and the signature blocks should be revised as appropriate.