Certificates and Other Deliveries. Purchaser shall have delivered, or caused to be delivered, to the Company: (i) a certificate executed on its behalf by its President or another authorized officer to the effect that the conditions set forth in Sections 6.2(a), (b) and (c) hereof have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Delaware stating that Purchaser is a validly existing corporation in good standing; (iii) a certificate of good standing from the Secretary of State of Delaware stating that Merger Sub is a validly existing corporation in good standing; (iv) duly adopted resolutions of the Board of Directors of Purchaser and the Board of Directors and the shareholder of Merger Sub approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, each certified by its respective Secretary; (v) the duly executed Purchaser Tax Opinion Certificate; and (vi) such other documents and instruments as the Company reasonably may request.
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Samples: Merger Agreement (Rainforest Cafe Inc), Merger Agreement (Sunbeam Corp/Fl/), Merger Agreement (Berman Lyle)
Certificates and Other Deliveries. Purchaser shall have delivered, or caused to be delivered, to the Company: Company (i) a certificate executed on its behalf by its President Chief Operating Officer or another authorized officer to the effect that the conditions set forth in Sections 6.2(a), (b) and (c) hereof have been satisfied; (ii) a certificate of good standing from the Secretary of State of the State of Delaware stating that Purchaser is a validly existing corporation in good standing; standing (iii) a certificate of good standing from the Secretary of State of Delaware New Jersey stating that Merger Sub is a validly existing corporation in good standing; standing (iv) duly adopted resolutions of the Board of Directors of Purchaser and the Board of Directors and the shareholder stockholder of Merger Sub approving the execution, delivery and performance of this Agreement and the instruments contemplated hereby, and of Purchaser's stockholders approving the Purchaser Proposal, each certified by its respective Secretary; (v) the duly executed Purchaser Tax Opinion Certificate; certificate and (vi) such other documents and instruments as the Company reasonably may request.
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