An Incumbency Certificate Clause Samples

An Incumbency Certificate of the Borrower setting forth the names, titles and signatures of the officers of the Borrower who are authorized to execute documents, give instructions and otherwise to take actions in connection with the contemplated transactions.

An Incumbency Certificate relating to all parties executing documents relating to any of the transactions contemplated hereby on behalf of F & M and Subsidiary. (c) A certificate by an officer of F & M and Subsidiary that, to the best of such officer's knowledge, (i) the representations and warranties made by F & M and Subsidiary in this Agreement are true and correct as of the Closing Date, (ii) that F & M and Subsidiary have performed and complied with all of their obligations which are to be performed or complied with by or prior to or as of the Closing Date and (iii) that all Schedules and Exhibits delivered by F & M to CLB are true, correct and complete as of the Closing Date. (d) A written opinion from counsel for F & M and Subsidiary dated as of the Closing Date addressed to CLB and CLB Counsel in form and substance substantially in the form attached hereto as Exhibit 10.4(d). (e) A written opinion from Securities Counsel dated as of the Effective Time addressed to F & M and CLB, reasonably satisfactory in form and substance to F & M Counsel, to the effect that the shares of F & M Common issuable in the transaction are the subject of an effective Registration Statement with the SEC, and that no stop order relating to such Registration Statement has been issued by the SEC and that, to the knowledge of such counsel, no proceedings for that purpose shall have been initiated or threatened by the SEC. (f) Certified copies of the resolutions adopted by F & M's and Subsidiary's boards of directors and shareholders to the effect that the execution, delivery and performance of this Agreement and the transactions contemplated by it have been duly and validly authorized in accordance with the laws of the State of Wisconsin.