Common use of Certificate of Secretary of Seller Clause in Contracts

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documents, (ii) the valid adoption of resolutions by the Board of Directors of Seller approving and adopting this Agreement, and (iii) the valid adoption and approval by the stockholders of Seller of this Agreement and the valid approval by such stockholders of transactions contemplated hereby and the Liquidation.

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary or an Assistant Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documentsarticles of incorporation and the bylaws of Seller, (ii) the valid adoption of resolutions by of the Board of Directors of Seller approving this Agreement and adopting this Agreement, the consummation of the transactions contemplated hereby and (iii) the valid adoption and approval by incumbency of the stockholders officers of Seller of executing this Agreement and any of the valid approval by such stockholders of transactions contemplated hereby and the LiquidationAncillary Agreements to which Seller is a party.

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documentscertificate of incorporation and the bylaws of Seller, (ii) the valid adoption of resolutions by of the Board of Directors of Seller approving and adopting this Agreement, and (iii) the valid adoption and approval of this Agreement and approval of the Dissolution by the stockholders of Seller of this Agreement and the valid approval by such stockholders of transactions contemplated hereby and the LiquidationSeller.

Certificate of Secretary of Seller. Buyer shall have received a ---------------------------------- certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documentscertificate of incorporation and the bylaws of Seller, (ii) the valid adoption of resolutions by of the Board of Directors of Seller approving and adopting this Agreement, and (iii) the valid adoption and approval of this Agreement and approval of the Dissolution by the stockholders of Seller of this Agreement and the valid approval by such stockholders of transactions contemplated hereby and the LiquidationSeller.

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Acquired Subsidiary Charter Documents, and (ii) the valid adoption of resolutions by of the Board of Directors of the Seller approving and adopting this Agreement, and (iii) the valid adoption and approval by the stockholders of Seller of this Agreement and the valid approval by such stockholders consummation of the transactions contemplated hereby and the Liquidationhereby.

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary or an Assistant Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documentsarticles of incorporation and the bylaws of Seller, (ii) the valid adoption of resolutions by of the Board of Directors of Seller approving this Agreement and adopting this Agreement, the consummation of the transactions contemplated hereby and (iii) the valid adoption and approval by incumbency of the stockholders of Seller of officers executing this Agreement and or any of the valid approval by such stockholders of transactions contemplated hereby and the Liquidationancillary agreements to which Seller is a party.

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documentscertificate of incorporation and the bylaws of Seller, and (ii) the valid adoption of resolutions by of the Board of Directors of Seller approving and adopting this Agreement, and (iii) the valid adoption and approval by the stockholders of Seller of this Agreement and the valid approval by such stockholders consummation of the transactions contemplated hereby and the Liquidationhereby.

Certificate of Secretary of Seller. Buyer shall have received a certificate, validly executed by the Secretary of Seller, certifying as to (i) the terms and effectiveness of the Seller Charter Documents, and (ii) the valid adoption of the resolutions of the Board of Directors and the members of Seller (whereby the Acquisition Transactions and the other transactions contemplated hereunder were unanimously approved by the Board of Directors of Seller approving and adopting this Agreementmembers) (such certificate, and (iii) the valid adoption and approval by the stockholders of Seller of this Agreement and the valid approval by such stockholders of transactions contemplated hereby and the Liquidation"SELLER'S SECRETARY'S CERTIFICATE").