Certificates and Deliveries by Sellers. Buyers shall have received (i) a certificate dated the Closing Date, executed by Seller, certifying that the conditions specified in Section 5.1(a) have been fulfilled, (ii) a certificate dated the Closing Date, executed by Seller, providing as attachments copies of resolutions approved by the board of directors of Seller, certifying that the resolutions as attached to such certificate were duly adopted by the shareholders and the board of directors of Seller and that such resolutions remain in full force and effect, authorizing and approving the execution by Seller of this Agreement and other documents related to this transaction and approving the consummation by Seller of the transactions contemplated by such agreements and documents, and (iii) a certificate dated the Closing Date, executed by Seller, providing as attachments Certificates of Good Standing for Seller certified by the appropriate state official in each state in which Seller is qualified, dated no earlier than ten (10) business days prior to the Closing Date.
Certificates and Deliveries by Sellers. Purchaser shall have -------------------------------------- received (i) a certificate dated the Closing Date, executed by each Seller and Shareholder, providing as attachments (A) copies of resolutions approved by the shareholders and the boards of directors of each Seller, or consents of its partners, as the case may be, certifying that the resolutions or consents attached to said certificate were duly adopted by the shareholders and the boards of directors or partners, as the case may be, of each Seller, and that such resolutions or consents remain in full force and effect, authorizing and approving the execution by each Seller of this Agreement and other documents related to this transaction and approving the consummation by each Seller of the transactions contemplated by such agreements and documents and (B) with respect to Enviro-Safe, certified Articles of Incorporation and bylaws, (ii) a certificate duly executed by each Seller and Shareholder certifying that each of the representations and warranties relating to such entity or individual set forth in Section 3 hereof and in all agreements, documents and instruments executed pursuant hereto or in connection with the Closing shall be true and correct in all material respects as of the Closing Date, and that all obligations to have been performed or complied with by each such Seller and Shareholder prior to the Closing Date have been complied with, and (iii) a certificate dated the Closing Date, executed by each Seller and Enviro-Safe, providing as attachments Certificates of Good Standing for each Seller (or the equivalent in the case of Xxxxxx Partnership) certified by the appropriate state official in each state in which each Seller is qualified, dated no earlier than ten (10) days prior to the Closing Date.
Certificates and Deliveries by Sellers. Buyer shall have received an officer’s certificate dated the Closing Date, executed by a duly authorized officer of Seller, certifying that the conditions specified in Section 5.1(a) have been fulfilled.
