Certificates and Corporate Documents. The Plan shall furnish PHP ------------------------------------ with such certificates of its officers and others to evidence compliance with the conditions set forth in this Article VIII as may be reasonably requested by PHP. PHP shall have received from the Plan resolutions adopted by the board of directors of the Plan approving this Agreement and the transactions contemplated by this Agreement, certified by the Plan's corporate secretary.
Certificates and Corporate Documents. TPR Netherlands shall have delivered to WPS Ltd. such documents and certificates of TPR Netherlands, TPR Curacao, TPRS and their officers to evidence compliance with the conditions set forth in this Article 7 as may be reasonably requested by WPS Ltd., including without limitation:
(a) a certificate of the Managing Director of TPR Netherlands dated the Closing Date, certifying that the conditions specified in this Article 7 have been fully satisfied;
(b) copies of resolutions, certified by the appropriate officers, duly adopted by TPRS, TPR Curacao and TPR Netherlands, authorizing their respective execution, delivery and performance of the Transaction Documents to which they are a party and the consummation of all transactions contemplated by the Transaction Documents;
(c) certificates as to the good standing (or other certificates relating to the right to do business) of TPRS, from each jurisdiction in which TPRS is required to be qualified to do business;
(d) such instruments of conveyance of the TPRS Exchange Shares reasonably requested by WPS Ltd. in order to effect the transfer to WPS Ltd. of the TPRS Exchange Shares;
(e) articles of association and by-laws (or other organizational documents) of TPRS, TPR Curacao and TPR Netherlands, certified to be true and complete as of the Closing Date by their corporate secretaries;
(f) a certificate of incumbency with respect to each officer of TPRS, TPR Curacao and TPR Netherlands who has executed any of the Transaction Documents on behalf of such Person; and
(g) such other documents relating to the transactions contemplated by the Transaction Documents as WPS Ltd. reasonably requests.
Certificates and Corporate Documents. Each Seller, as applicable ------------------------------------ will furnish Buyer with such certificates of its officers and others or general partner, as applicable, to evidence compliance with the conditions set forth in this Article 8 as may be reasonably requested by Buyer, including without limitation:
(i) a certificate or officer's certificate of each Seller, as applicable, dated the Closing Date, each certifying that the conditions specified in Sections 8.1, 8.2, 8.3 and 8.7 have been fully satisfied;
(ii) copies of resolutions, certified by the appropriate officers where applicable, duly adopted by each of the Sellers, MLSLP and MAS, as necessary, and, if applicable, by the boards of directors, partners and stockholders of each of them, authorizing their respective execution, delivery and performance of the Transaction Documents to which they are a party and the consummation of the transactions contemplated by the Transaction Documents;
(iii) certificates as to the good standing (or other certificates relating to the right to do business) of the Xxxxx Entities from the states in which such parties are required to be qualified to do business;
(iv) such xxxx(s) of sale, warranty deeds, warranty assignments of leases, Excluded Asset Conveyance Agreements and all other instruments of conveyance which the Buyer reasonably requests in order to effect the Sale;
(v) certificate of limited partnership and partnership agreement of MLSLP and certificates of incorporation and bylaws of MAS, including ledger or stock and partnership interest transfer books, if any, of MLSLP and MAS; and
(vi) such other documents relating to the transactions contemplated by the Transaction Documents as the Buyer reasonably requests.
Certificates and Corporate Documents. Such Seller shall have delivered to WPS Ltd. such documents and certificates to evidence compliance with the conditions set forth in this Article 7 as may be reasonably requested by WPS Ltd., including without limitation:
(a) such instruments of conveyance of the Seller Exchange Shares reasonably requested by WPS Ltd. in order to effect the transfer to WPS Ltd. or a Permitted WPS Ltd. Assignee of the Seller Exchange Shares; and
(b) such other documents relating to the transactions contemplated by the Transaction Documents as WPS Ltd. reasonably requests.
Certificates and Corporate Documents. The Kwik Wash Entities ------------------------------------ shall furnish Buyer with such documents and certificates of the Sellers and the respective officers of the other Kwik Wash Entities (without qualification with respect to knowledge) and others to evidence compliance with the conditions set forth in this Article 8 as may be reasonably requested by Buyer, including without limitation:
(a) a certificate of each Seller (without qualification as to knowledge), and an Officer's Certificate of each of the Partnership, the Partners, and, if applicable, the Sellers, dated the Closing Date, each certifying that the conditions specified in Sections 8.1, 8.2, 8.3, 8.4 and 8.10 have been fully satisfied;
(b) copies of resolutions, certified by the appropriate officers where applicable, duly adopted by the Partners, the Partnership and, if applicable, by the boards of directors and stockholders of each of the other Kwik Wash Entities authorizing their respective execution, delivery and performance of the Transaction Documents to which they are a party and the consummation of the Sale and all other transactions contemplated by the Transaction Documents; (c) certificates as to the good standing (or other certificates relating to the right to do business) of the Partners and the Partnership from the Secretary of the State of Texas, Nevada and each other State in which the Partnership or the Partners are required to be qualified to do business;
Certificates and Corporate Documents. TPR Holding shall have delivered to WPS Ltd. such documents and certificates of TPR Holding, WPSAM Europe, the WPSAM Europe Subsidiaries and their officers to evidence compliance with the conditions set forth in this Article 7 as may be reasonably requested by WPS Ltd., including without limitation:
(a) a certificate of the Managing Director of TPR Holding dated the Closing Date, certifying that the conditions specified in this Article 7 have been fully satisfied;
(b) copies of resolutions, certified by the appropriate officers, duly adopted by the shareholders of TPR Holding, authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of all transactions contemplated by the Transaction Documents;
(c) such transfers of the TPR Exchange Shares reasonably requested by WPS Ltd. in order to effect the transfer to WPS Ltd. of the TPR Exchange Shares;
(d) articles of association of TPR Holding and memorandum of association and bye-laws of WPSAM Europe, certified to be true and complete as of the Closing Date by their corporate secretaries;
(e) a certificate of incumbency with respect to each officer of WPSAM Europe and TPR Holding who has executed any of the Transaction Documents on behalf of such Person; and
(f) such other documents relating to the transactions contemplated by the Transaction Documents as WPS Ltd. reasonably requests.
Certificates and Corporate Documents. Buyer will furnish Sellers ------------------------------------ with such certificates of its officers to evidence compliance with the conditions set forth in this Article 7 as may be reasonably requested by Sellers, including without limitation:
(i) an officer's certificate of Buyer, dated the Closing Date, certifying that the conditions specified in Sections 7.1 and 7.2 have been fully satisfied;
(ii) copies of resolutions, certified by the appropriate officers where applicable, duly adopted by Buyer authorizing the execution, delivery and performance of the Transaction Documents to which Buyer is a party and the consummation of the transactions contemplated by the Transaction Documents;
(iii) certificates as to the good standing of Buyer in the State of Delaware; and
(iv) such other documents relating to the transactions contemplated by the Transaction Documents as the Buyer reasonably requests.
Certificates and Corporate Documents. EPC shall have delivered to Microgy and/or the Principal Microgy Shareholders, as the case may be:
(a) a certificate of the Secretary of EPC dated the Closing Date, certifying that the conditions specified in this Article 7 have been fully satisfied;
(b) copies of resolutions, certified by the appropriate officers, duly adopted by the Board of Directors of EPC, authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of all transactions contemplated by the Transaction Documents;
(c) a certificate as to the good standing (or other certificates relating to the right to do business) of EPC in Delaware and such jurisdictions in which EPC is required to be qualified to do business;
(d) the EPC Exchange Shares and EPC Derivative Securities;
(e) certificate of incorporation and Bylaws of EPC, certified to be true and complete as of the Closing Date by is corporate secretary;
(f) a certificate of incumbency with respect to each officer of EPC who has executed any of the Transaction Documents on behalf of EPC; and
(g) an opinion of counsel to EPC in the form of Exhibit E hereto.
Certificates and Corporate Documents. Microgy and the Principal ------------------------------------ Microgy Shareholders shall have delivered to EPC such documents and certificates of Microgy and their officers to evidence compliance with the conditions set forth in this Article 8 as may be reasonably requested by EPC, including without limitation:
(a) a certificate of the Secretary of Microgy dated the Closing Date, certifying that the conditions specified in this Article 8 have been fully satisfied;
(b) copies of resolutions, certified by the appropriate officers, duly adopted by the Board of Directors of Microgy, authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of all transactions contemplated by the Transaction Documents;
(c) certificates as to the good standing (or other certificates relating to the right to do business) of Microgy and each Microgy Subsidiary, from each jurisdiction in which such company is required to be qualified to do business;
(d) such instruments of conveyance of the Microgy Exchange Shares reasonably requested by EPC in order to effect the transfer to EPC of the Microgy Exchange Shares;
(e) certificate of incorporation and Bylaws of Microgy and each Microgy Subsidiary, certified to be true and complete as of the Closing Date by their corporate secretaries;
(f) a certificate of incumbency with respect to each officer of Microgy who has executed any of the Transaction Documents on behalf of such Person;
(g) an opinion of counsel from counsel to Microgy addressed to EPC in the form of Exhibit F hereto;
(h) an investor questionnaire executed by each Microgy Shareholder in form and substance satisfactory to EPC evidencing that each Microgy Shareholder is an "accredited investor" under Regulation D under the Securities Act;
(i) recognition agreements from each licensor of Microgy Intellectual Property whereby such licensors acknowledge that the respective licenses are valid, in good standing and full force and effect and will continue to be so following the acquisition by EPC of the Microgy Exchange Shares; and
(j) such other documents relating to the transactions contemplated by the Transaction Documents as EPC reasonably requests.
Certificates and Corporate Documents. Buyer shall furnish Seller with such certificates of its officers and others to evidence compliance with the conditions set forth in this Article VI as may be reasonably requested by Seller.
