Certificates of the Secretary Sample Clauses

Certificates of the Secretary of Buyer certifying a resolution duly adopted by Buyer's sole Member obtained at least five (5) days before Closing authorizing the execution, delivery and performance of this Agreement on behalf of Buyer.
Sample 1Sample 2
AutoNDA by SimpleDocs
Certificates of the Secretary of Borrower as to the incumbency and signatures of the officers of Borrower signing the Loan Documents to which it is a party;
Sample 1Sample 2
Certificates of the Secretary of Buyer attesting to the incumbency of Buyer's officers and the authenticity of the resolutions authorizing the transactions contemplated by the Agreement;
Sample 1
Certificates of the Secretary. Certificates of the Secretary or Assistant Secretary of Borrower and Guarantor, respectively executed by the secretary or an assistant secretary of Borrower and Guarantor, as appropriate, each certifying the names of the officers of such Person authorized to sign this Agreement and each of the other Loan Documents to which such Person is or is to be a party (including the certificates contemplated herein) together with specimen signatures of such officers, which such Certificates shall each have appended thereto copies of (i} the resolutions of the board of directors or shareholders of Borrower or Guarantor, as applicable, duly adopted and in force, authorizing the execution and delivery of this Agreement and the other Loan Documents to which such Person is or is to be a party, as well as the performance of the obligations stated therein; (ii} the articles or certificate of organization or incorporation of Borrower or Guarantor, as applicable; and (iii} a copy of the by-laws of Borrower or Guarantor, as applicable, each certified by the secretary or an assistant secretary of such Person as appropriate;
Sample 1
Certificates of the Secretary of Borrower and each of its Subsidiaries certifying that attached thereto is a true and complete copy of Resolutions adopted by the Board of Directors of such Person authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which that Person is party; and
Sample 1
Certificates of the Secretary of State of the State of North Carolina as to the legal existence and good standing (including tax) of the Company in North Carolina;
Sample 1
Certificates of the Secretary of Buyer and Iridium as to (i) the resolutions of Buyer and Iridium with respect to the Agreement and the Transactions and (ii) the incumbency of the officers of Buyer and Iridium executing the Agreement and the Related Agreements to which they are a party;
Sample 1
AutoNDA by SimpleDocs

Related to Certificates of the Secretary

  • Certificates of the Company The Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to any Collateral Agreements, (i) all documents required by TIA §314(d) and (ii) an Opinion of Counsel, which may be rendered by internal counsel to the Company, to the effect that such accompanying documents constitute all documents required by TIA §314(d). The Trustee may, to the extent permitted by Sections 8.01 and 8.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

  • Certificates of the Trustee In the event that the Company wishes to release Collateral in accordance with the Collateral Agreements and has delivered the certificates and documents required by the Collateral Agreements and Sections 11.03 and 11.04 hereof, the Trustee shall determine whether it has received all documentation required by TIA § 314(d) in connection with such release and, based on such determination and the Opinion of Counsel delivered pursuant to Section 11.05 hereof, shall deliver a certificate to the Collateral Agent setting forth such determination.

  • Certificate of Secretary The Company shall have delivered to Parent a certificate executed by the Secretary of the Company certifying: (i) resolutions duly adopted by the Board of Directors and stockholders of the Company authorizing this Agreement and the Merger; (ii) the Certificate of Incorporation and Bylaws of the Company as in effect immediately prior to the Effective Time, including all amendments thereto; (iii) the Merger Consideration Certificate; and (iv) the incumbency of the officers of the Company executing this Agreement and all agreements and documents contemplated hereby.

  • Certificates of Stock Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

  • Secretary “Secretary” shall mean the Secretary of the Department of Health and Human Services or his designee.

  • Assistant Secretary The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Trustees (or if there be no determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

  • Certificate of Chief Financial Officer On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

  • Certificate of the Company The Company shall deliver to Parent a true and correct certificate, validly executed by the Chief Executive Officer of the Company for and on the Company’s behalf, which (i) represents that the conditions to the obligations of Parent and Sub set forth in this Section 6.2 have been satisfied in full (unless otherwise waived in accordance with the terms hereof), and (ii) sets forth the Company Debt as of immediately prior to the Effective Time.

  • Certificate of Incumbency a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five (5) Banking Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

  • Certificate of Financial Officer – Swap Agreements Concurrently with any delivery of financial statements under Section 8.01(a) and Section 8.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such fiscal quarter or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.20, any margin required or supplied under any credit support document, and the counterparty to each such agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!