officer's certificate(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. In many financing transactions, the operative agreement (such as the loan agreement or indenture) and the closing certificate are both dated the closing date. However, the closing certificate is important as it includes representations and assurances that the requirements for closing have been satisfied. LadaP)
