Certificate of the President of H/W. Xxxxx shall receive a certificate of the Chairman of the Board and Sole Stockholder of H/W in' form and substance satisfactory to Axxxx and its counsel, to the effect that:
i. H/W is a corporation validly existing and in good standing under the laws of the State of New York with all requisite corporate power and authority to own, lease, license and use its properties and assets and to carry on the business in which it is now engaged.
ii. H/W is qualified to transact the business in which it is engaged and is registered as a foreign corporation in all jurisdictions in which it does business.
iii. The authorized and outstanding capital stock of H/W is as set forth in the Agreement and all the outstanding shares of the capital stock of H/W are validly authorized, validly issued, fully paid and nonassessable;
iv. All necessary corporate proceedings of H/W have been duly taken to authorize the execution, delivery and performance of the Agreement by H/W;
v. H/W has all requisite corporate power and authority to execute, deliver and perform the Agreement and the Agreement has been duly authorized, executed and delivered by H/W, constitutes the legal, valid and binding obligation of H/W, and (subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors' rights generally) is enforceable as to H/W in accordance with its terms;
vi. The execution, delivery and performance of the Agreement by H/W will not violate or result in a breach of any term of H/W's certificate of incorporation or of its by-laws or violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under, entitle any party to rights or privileges that did not exist immediately before the Agreement was executed under, or create any obligation on the part of H/W under the terms of any agreement that did not exist immediately before the Agreement was executed;
vii. He has no actual knowledge of any consent, authorization, approval, order, license, certificate or permit of or from or declaration or filing with any federal, state, local or other governmental authority or any court or other tribunal which is required of H/W for the execution, delivery or performance of the Agreement by WW.
viii. He has no actual knowledge of any litigation, arbitration, government or other proceeding (formal or informal), or investigation pending or threatened with respect to H/W...
