Common use of Certified Resolutions Clause in Contracts

Certified Resolutions. Seller shall have delivered to Purchaser copies, certified by the secretary or an assistant secretary of Seller, of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this Agreement.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Masada Security Holdings Inc), Asset Purchase Agreement (Masada Security Holdings Inc), Asset Purchase Agreement (Masada Security Holdings Inc)

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Certified Resolutions. Seller shall Buyer will have delivered to Purchaser copiesSeller copies of resolutions adopted by Buyer’s Board of Directors, certified as of the Closing Date by the secretary Secretary or an assistant secretary Assistant Secretary of SellerBuyer, of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this Agreement and the performance by Buyer of its obligations under this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Black Hills Corp /Sd/), Stock Purchase Agreement (Xcel Energy Inc), Stock Purchase Agreement (Xcel Energy Inc)

Certified Resolutions. Seller shall will have delivered to Purchaser copiesBuyer copies of resolutions adopted by Seller’s Board of Directors, certified as of the Closing Date by the secretary Secretary or an assistant secretary Assistant Secretary of Seller, of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this Agreement and the performance by Seller of its obligations under this Agreement.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Xcel Energy Inc), Stock Purchase Agreement (Xcel Energy Inc), Stock Purchase Agreement (Black Hills Corp /Sd/)

Certified Resolutions. Seller shall will have delivered to Purchaser copies, furnished Buyer with a certified copy of resolutions duly adopted by the secretary or an assistant secretary Board of Seller, Directors of the resolutions of Seller's board of directors and stockholders Seller authorizing the execution execution, delivery and delivery performance of this AgreementAgreement and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Crusader Holding Corp), Purchase and Assumption Agreement (Royal Bancshares of Pennsylvania Inc)

Certified Resolutions. Buyer will have furnished Seller shall have delivered to Purchaser copies, with a certified copy of resolutions duly adopted by the secretary or an assistant secretary Board of Seller, Directors of the resolutions of Seller's board of directors and stockholders Buyer authorizing the execution execution, delivery and delivery performance of this AgreementAgreement and transactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Crusader Holding Corp), Purchase and Assumption Agreement (Royal Bancshares of Pennsylvania Inc)

Certified Resolutions. Seller Buyer shall have delivered to Purchaser copies, furnished Seller with a certified copy of resolutions duly adopted by the secretary or an assistant secretary Board of Seller, Directors of the resolutions of Seller's board of directors and stockholders Buyer authorizing the execution execution, delivery and delivery performance of this AgreementAgreement and transactions contemplated hereby.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Bank of Kentucky Financial Corp), Purchase and Assumption Agreement (First Western Bancorp Inc)

Certified Resolutions. Seller Purchaser shall have delivered to Purchaser copiesSeller a copy, certified by the secretary or an assistant secretary of SellerPurchaser, of the resolutions of SellerPurchaser's board of directors and stockholders sole stockholder authorizing the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Masada Security Holdings Inc)

Certified Resolutions. The Seller shall have delivered is delivering to the Purchaser copiesa copy of resolutions of the members of the Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, certified to and by the secretary or an assistant secretary of Seller, officer of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ballroom Dance Fitness, Inc.)

Certified Resolutions. The Seller shall have delivered to Purchaser copiesreceived resolutions of the Board of Directors of the Purchaser, certified by the secretary Secretary or an assistant secretary of Seller, Assistant Secretary of the resolutions of Seller's board of directors and stockholders Purchaser, authorizing the execution execution, delivery and delivery performance of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Crown Casino Corp)

Certified Resolutions. Seller shall have delivered to Purchaser copiesBuyer resolutions adopted by Seller's Board of Directors and stockholders, certified by the secretary or an assistant secretary of Seller, of the resolutions of Seller's board of directors and stockholders secretary, authorizing the execution and delivery of this AgreementAgreement and the other Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Barrie Richard Fragrances Inc)

Certified Resolutions. The Seller shall have delivered to Purchaser copiesthe Buyer copies of resolutions adopted by the Board of Directors of the Seller and the Shareholders authorizing the transactions contemplated by this Agreement, certified as of the Closing by the a secretary or an assistant secretary of the Seller, of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (French Fragrances Inc)

Certified Resolutions. The Seller shall have delivered to the Purchaser copies, certified copies of resolutions adopted by the secretary or an assistant secretary of Seller, of the resolutions of Seller's board of directors and stockholders of the Seller authorizing the execution and delivery of transactions contemplated by this Agreement, certified as of the Time of Closing by the Secretary or Assistant Secretary of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Disposal Services Inc)

Certified Resolutions. Seller Sellers shall have delivered to Purchaser copiesBuyers resolutions of the Board of Directors of Sellers authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby, certified to by the secretary or an assistant secretary officer of Seller, of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this AgreementSellers.

Appears in 1 contract

Samples: 1 Asset Purchase Agreement (Bioshield Technologies Inc)

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Certified Resolutions. The Seller shall have delivered to Purchaser copiesreceived resolutions of the Board of Directors of the Purchaser, certified by the secretary Secretary or an assistant secretary of Seller, Assistant Secretary of the resolutions of Seller's board of directors and stockholders Purchaser, authorizing the execution execution, delivery and delivery performance of this Agreement. 53.

Appears in 1 contract

Samples: Purchase Agreement (Casino Magic Corp)

Certified Resolutions. Buyer shall deliver to Seller shall have delivered to Purchaser copies, certified by the secretary or an assistant secretary of Seller, copies of the resolutions of Seller's board the Board of directors Directors of Buyer authorizing and stockholders authorizing approving this Agreement and the execution and delivery consummation of this Agreementthe transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.)

Certified Resolutions. The Seller shall have delivered will deliver to the Purchaser copiesa copy authorization from the members of the Seller authorizing of its Manager to execute, deliver and perform this Agreement and the transactions contemplated hereby, certified to and by the secretary or an assistant secretary of Seller, Manager of the resolutions of Seller's board of directors and stockholders authorizing the execution and delivery of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rio Bravo Oil, Inc.)

Certified Resolutions. Seller shall have delivered deliver to Purchaser copies, Buyer certified by the secretary or an assistant secretary of Seller, copies of the resolutions of Seller's board the Board of directors Directors and stockholders the shareholder of the Company authorizing and approving this Agreement and the execution and delivery consummation of this Agreementthe transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.)

Certified Resolutions. Seller The Buyer shall have delivered to Purchaser copies, certified the Seller copies of resolutions adopted by the secretary or an assistant secretary of Seller, of the resolutions of Seller's board of directors and stockholders of the Buyer authorizing the execution and delivery of transactions contemplated by this Agreement, certified as of the Closing by a Secretary or Assistant Secretary of the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (French Fragrances Inc)

Certified Resolutions. Seller The Purchaser shall have delivered to Purchaser copiesreceived copies of resolutions of the Seller's Board of Directors, certified by the secretary or an assistant secretary Secretary of the Seller, authorizing the execution, delivery and performance of the resolutions of Seller's board of directors Agreement and stockholders the transactions contemplated hereby by the Seller and authorizing the execution and delivery signatory officers of the Seller to execute this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Casino Resource Corp)

Certified Resolutions. The Seller shall have delivered to Purchaser copies, certified the Buyer copies of resolutions adopted by the secretary or an assistant secretary of Seller, of the resolutions of Seller's board of directors of the Seller and stockholders of the requisite number of the Shareholders authorizing the execution and delivery of transactions contemplated by this Agreement, certified as of the Closing by a Secretary or Assistant Secretary of the Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (French Fragrances Inc)

Certified Resolutions. Seller The Sellers shall have delivered to Purchaser copiesreceived resolutions of the Board of Directors of the Purchaser, certified by the secretary Secretary or an assistant secretary of Seller, Assistant Secretary of the resolutions of Seller's board of directors and stockholders Purchaser, authorizing the execution execution, delivery and delivery performance of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crown Group Inc /Tx/)

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