Certificates; Documents. Transferee shall have delivered the certificates and other documents required by Section 4.3.
Certificates; Documents. Buyer shall have delivered the certificates and other documents required by Sections 4.4 and 4.5.
Certificates; Documents. Seller shall have received from Buyer copies of each of the following, certified to its satisfaction by an authorized officer of Buyer: (i) the Certificate of Incorporation of Buyer, certified by the Secretary of the State of Delaware; (ii) the By-Laws of Buyer; (iii) a certificate of the Secretary of the State of Delaware as to the legal existence and good standing of Buyer; and (iv) copies of resolutions duly adopted by the Board of Directors of Buyer and all authorizations, corporate or otherwise, for Buyer, authorizing the execution, delivery and performance of this Agreement and the sale of the Purchased Assets.
Certificates; Documents. The Purchaser shall have received copies of each of the following for the Company certified to its satisfaction by an officer of the Company:
Certificates; Documents. The Initial Purchasers shall have received copies of each of the following from the Company certified to its satisfaction by an officer or manager of the Company at each Closing: (i) the Company’s Certificate of Formation, certified by the Secretary of State of Delaware as of a recent date; (ii) a certificate of the Secretary of State of Delaware as of a recent date as to the legal existence and good standing of the Company; (iii) the LLC Agreement, (iv) the articles of association and other organizational documents of each of the CRF Entities, (v) resolutions adopted by the Company’s Board of Managers authorizing the execution, delivery and performance of each Transaction Agreement to which the Company is a party, and (vi) resolutions adopted by the Members, as necessary, authorizing the Transaction Agreements, as appropriate.
Certificates; Documents. Seller and the other Persons shall have delivered the certificates, opinion of counsel and the other documents required by Section 3.2.
Certificates; Documents. The Parent and the Seller shall have received such certificates, documents and materials as they shall reasonably request.
Certificates; Documents. The Initial Purchasers shall have received copies of each of the following from the Company certified to its satisfaction by an officer or director of the Company at each Closing: (i) the Articles, (ii) the articles of association and other organizational documents of each of the CRF Entities, (iii) resolutions adopted by the Company’s Board of Directors authorizing the execution, delivery and performance of each Transaction Agreement to which the Company is a party, and (iv) resolutions adopted by the Members, as necessary, authorizing the Transaction Agreements, as appropriate.
Certificates; Documents. Buyer shall have received from each of Sentex, Monitek and the Subsidiary copies of each of the following, certified to its satisfaction by an authorized officer of such entity: (i) the charter of such entity, certified by the Secretary of State of such entity's jurisdiction or appropriate counterpart, for Monitek GmbH; (ii) the By-Laws of such entity; (iii) a certificate of the Secretary of State or appropriate counterpart, for Monitek GmbH of the entity's jurisdiction as to the legal existence and good standing of such entity; (iv) copies of resolutions duly adopted by the Board of Directors of such entity and votes duly adopted by the stockholders, and all authorizations, corporate or otherwise, for Seller, authorizing the execution, delivery and performance of this Agreement and the sale of the Purchased Assets; and (v) copies of such other certificates and documents as Buyer may reasonably request.
Certificates; Documents. The Purchasers shall have received (i) a certificate signed on the Parent's behalf by an executive officer of the Parent, dated the Closing Date, to the effect that the conditions set forth in Section 7.2(a) have been satisfied, (ii) a certificate signed on the Parent's behalf by an executive officer of the Parent, dated the Closing Date, to the effect that the ACI Restructuring has been completed in the manner set forth in this Agreement, (iii) the other documents required to be delivered, or made available, to the Purchasers pursuant to Section 2.5(b) and (c), and (iv) and such other certificates, instruments and documents as the Purchasers may reasonably request.
