Common use of Certificate of the President of Universal Filtration Clause in Contracts

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, delivery or performance of the Agreement by Universal Filtration. 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 Universal Filtration or any of its businesses, properties or assets than can reasonably be expected to result in any materially adverse change in the financial condition, results of operations, business, properties, assets, liabilities or future prospects of Universal Filtration or seeks to prohibit or otherwise challenge the Agreement or the consummation of the Acquisition or any of the- other transactions contemplated hereby or to obtain substantial damages with respect thereto, except as disclosed in the Agreement.

Certificate of the President of Universal Filtration. Axxxx Auxer shall receive a certificate xxxxxficate of the President of Universal Filtration in form and substance satisfactory to Axxxx Auxer and its counsel, to the effect efxxxx 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, delivery or performance of the Agreement by Universal Filtration. 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 Universal Filtration or any of its businesses, properties or assets than can reasonably be expected to result in any materially adverse change in the financial condition, results of operations, business, properties, assets, liabilities or future prospects of Universal Filtration or seeks to prohibit or otherwise challenge the Agreement or the consummation of the Acquisition or any of the- other transactions contemplated hereby or to obtain substantial damages with respect thereto, except as disclosed in the Agreement.

Certificate of the President of Universal Filtration. Axxxx Auxer shall receive a certificate xxxxificate of the President of Universal Filtration in form and substance satisfactory to Axxxx Auxer and its counsel, to xx 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, delivery or performance of the Agreement by Universal Filtration. 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 Universal Filtration or any of its businesses, properties or assets than can reasonably be expected to result in any materially adverse change in the financial condition, results of operations, business, properties, assets, liabilities or future prospects of Universal Filtration or seeks to prohibit or otherwise challenge the Agreement or the consummation of the Acquisition or any of the- other transactions contemplated hereby or to obtain substantial damages with respect thereto, except as disclosed in the Agreement.