Common use of Certificates as to Facts or Matters Clause in Contracts

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive Officer, the President, any Executive Vice President or any such other officers of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chairman, President and Chief Executive Officer, the President, any Chief Financial Officer or the Executive Vice President or any such other officers and General Counsel of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the President, Chief Executive Officer, the PresidentChief Operating Officer, Chief Scientific Officer, Chief Business Officer, Chief Financial Officer or any Executive Vice President or any such other officers of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the President and Chief Executive Officer, the Chief Financial Officer and Senior Vice President, any Executive Finance, the Secretary or the Senior Vice President or any such other officers and General Counsel of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the President & Chief Executive Officer, the PresidentChief Financial Officer, any Executive Vice President the Chief Accounting Officer, the Chief Information Officer, the General Counsel and Secretary or any such other officers President of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking taking, suffering or suffering omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the President and Chief Executive Officer, the PresidentChief Operating Officer, any the Executive Vice President and Chief Financial Officer, or any such other officers the Senior Vice President, General Counsel and Secretary of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full and complete authorization and protection to the Rights Agent and the Rights Agent shall incur no liability for or in respect of any action taken, suffered or omitted to be taken or suffered in good the absence of bad faith by it under the provisions of this Plan Agreement in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive OfficerChairman of the Board of Directors, the President, the Chief Financial Officer, any Executive Vice President President, the Treasurer, the Secretary or any such other officers Assistant Treasurer or Assistant Secretary of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan in reliance upon such certificate.

Certificates as to Facts or Matters. Whenever in the performance of its duties under this Plan Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by any one of the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, any Executive Vice President President, the Secretary or any such other officers Assistant Secretary of the Company as any of them may designate and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Plan Agreement in reliance upon such certificate.