Certificate of the President of Universal Filtration Sample Clauses

Certificate of the President of Universal Filtration. Axxxx shall receive a certificate of the President of Universal Filtration in form and substance satisfactory to Axxxx and its counsel, to the effect that: i. Universal Filtration 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. Universal Filtration 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 Universal Filtration is as set forth in the Agreement and all the outstanding shares of the capital stock of Universal Filtration are validly authorized, validly issued, fully paid and nonassessable; iv. All necessary corporate proceedings of Universal Filtration have been duly taken to authorize the execution, delivery and performance of the Agreement by Universal Filtration v. Universal Filtration 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 Universal Filtration, constitutes the legal, valid and binding obligation of Universal Filtration, and (subject to applicable bankruptcy, insolvency and other laws affecting the enforceability of creditors' rights generally) is enforceable as to Universal Filtration in accordance with its terms; vi. The execution, delivery and performance of the Agreement by Universal Filtration will not violate or result in a breach of any term of Universal Filtration' 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 Universal Filtration 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 Universal Filtration for the execution, deliv...
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Related to Certificate of the President of Universal Filtration

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Xxxxxx, President s/ Xxxxx Xxxx ---------------------------------- Xxxxx Xxxx

  • Xxxxxxx, President Xxxxx X.

  • Certificate of Chief Financial Officer On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Leave, President, O.N.A Upon application in writing by the Association on behalf of the nurse to the Hospital, a leave of absence shall be granted to such nurse elected to the office of President of the Ontario Nurses' Association for a period of up to three (3) consecutive two (2) year terms. Notwithstanding Article 10.04, there shall be no loss of service or seniority for a nurse during such leave of absence. During such leave of absence, the nurse's salary and applicable benefits shall be maintained by the Hospital and the Association agrees to reimburse the Hospital in the amount of the full cost of such salary and applicable benefits. It is understood, however, that during such leave the nurse shall be deemed to be an employee of the Ontario Nurses' Association. The nurse agrees to notify the Hospital of her or his intention to return to work at least two (2) weeks prior to the date of such return.

  • Xxxxxxxx, President ACKNOWLEDGED AND ACCEPTED -------------------------

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • President Unless the Trustees otherwise provide, the President shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the chief executive officer.

  • Certificate of Financial Officer – Swap Agreements Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

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