AUTHORITY CONCERNING THIS AGREEMENT. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer hereunder, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by the Board of Managers, of Buyer. Buyer will deliver to Seller at or prior to the Closing a complete and correct copy, certified by its corporate secretary or assistant secretary, of all resolutions theretofore duly and validly adopted by its Board of Managers evidencing such authorization (which resolution will not have been modified or rescinded prior to and will be in full force and effect on the Closing Date). No other corporate act or proceeding on the part of Buyer is necessary to approve the execution and delivery of this Agreement by Buyer, the execution and delivery of the other documents and instruments to be executed and delivered by Buyer hereunder, the performance by Buyer of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Personal Property Asset Purchase Agreement (Universal Stainless & Alloy Products Inc), Real Property Asset Purchase Agreement (Universal Stainless & Alloy Products Inc)
AUTHORITY CONCERNING THIS AGREEMENT. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer Seller hereunder, the performance by Buyer Seller of its obligations hereunder and thereunder, and the consummation by Buyer Seller of the transactions contemplated hereby and thereby have been duly authorized by the Board of ManagersDirectors, of BuyerSeller. Buyer Seller will deliver to Seller Buyer at or prior to the Closing a complete and correct copy, certified by its corporate secretary or assistant secretary, of all resolutions theretofore duly and validly adopted by its Board of Managers Directors evidencing such authorization (which resolution will not have been modified or rescinded prior to and will be in full force and effect on the Closing Date). No other corporate act or proceeding on the part of Buyer Seller is necessary to approve the execution and delivery of this Agreement by BuyerSeller, the execution and delivery of the other documents and instruments to be executed and delivered by Buyer Seller hereunder, the performance by Buyer Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby.
Appears in 2 contracts
Samples: Real Property Asset Purchase Agreement (Universal Stainless & Alloy Products Inc), Personal Property Asset Purchase Agreement (Universal Stainless & Alloy Products Inc)