Common use of Corporate Approval Clause in Contracts

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 11 contracts

Samples: Asset Purchase Agreement (B2Digital, Inc.), Asset Purchase Agreement (Unity Wireless Corp), Cinemaworks Asset Purchase Agreement (Chequemate International Inc)

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Corporate Approval. The execution and delivery of this Agreement by Seller, the Seller and the performance of its covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 3 contracts

Samples: Asset Purchase Agreement (At&s Holdings Inc), Asset Purchase Agreement (At&s Holdings Inc), Asset Purchase Agreement (At&s Holdings Inc)

Corporate Approval. The execution and delivery of this Agreement by SellerPurchaser, and the performance of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate and shareholder action, and Buyer Purchaser shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of SellerPurchaser.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Fossil Inc), Document Asset Purchase Agreement (Fossil Inc)

Corporate Approval. The execution and delivery of this Agreement by SellerBuyer, and the performance of its Buyer's covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary and required corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 2 contracts

Samples: Agreement for Purchase (SiVault Systems, Inc.), Agreement for Purchase And (SiVault Systems, Inc.)

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions of directors and stockholders pertaining to that authorization, certified by the secretary of Seller.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Patient Infosystems Inc), Asset Purchase Agreement (Healthdesk Corp)

Corporate Approval. The execution and delivery of this ------------------ Agreement by Sellerthe Company, and the performance of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate actionthe Company's Board of Directors and the Shareholders, and the Buyer shall have received copies of all resolutions pertaining to that authorizationthose authorizations, certified by the secretary Secretary of Sellerthe Company.

Appears in 2 contracts

Samples: Acquisition and Merger Agreement (Intercept Group Inc), Acquisition and Merger Agreement (Intercept Group Inc)

Corporate Approval. The execution and delivery of this Agreement ------------------ by SellerBuyer, and the performance of its covenants and obligations under it, including the issuance of Warrants, shall have been duly authorized by all necessary corporate action, and Buyer Issuer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary Secretary of Sellerthe Buyer.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Knickerbocker L L Co Inc), Agreement of Purchase and Sale (Knickerbocker L L Co Inc)

Corporate Approval. The execution and delivery of transactions occurring pursuant to this Agreement shall be approved by SellerBuyer's Board of Directors (and, and to the performance of extent necessary by its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, Shareholders) and Buyer shall have received delivered to Seller copies of all any resolutions pertaining to that authorizationapproving the transactions contemplated by this Agreement, certified by the secretary Secretary of Seller.the Buyer;

Appears in 2 contracts

Samples: Asset Purchase Agreement (Infinite Group Inc), Asset Purchase Agreement (Infinite Group Inc)

Corporate Approval. The execution and delivery of this Agreement ------------------ by SellerBuyer, and the performance of its covenants and obligations under it, including the issuance of Warrants, shall have been duly authorized by all necessary corporate corporation action, and Buyer Issuer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Sellerthe Issuer.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Knickerbocker L L Co Inc), Agreement of Purchase and Sale (Knickerbocker L L Co Inc)

Corporate Approval. The execution and delivery of this Agreement by SellerSelling Parties, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of SellerSeller and of Shareholder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/), Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate actionand [shareholder] approval, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of authorization with respect to Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Taurus Entertainment Companies Inc)

Corporate Approval. The execution and delivery of this Agreement by Sellereach Selling Party, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate actionaction of the Sellers, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Virtualfund Com Inc)

Corporate Approval. The execution and delivery of this Agreement by SellerSellers, and the performance of its Sellers' covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary and required corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Verity Inc \De\)

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary Secretary of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Unity Wireless Corp)

Corporate Approval. The execution and delivery of this Agreement Agree- ment by SellerPurchaser, and the performance of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate and shareholder action, and Buyer Purchaser shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of SellerPurchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fossil Inc)

Corporate Approval. The execution and delivery of this Agreement by Seller, ------------------ and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Cinemaworks Asset Purchase Agreement (Cinema Internet Networks Inc)

Corporate Approval. The execution and delivery by Seller of this Agreement by Sellerand the other documents, instruments and agreements referred to or provided for herein, and the performance by Seller of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate action, including without limitation approval by Seller's Board of Directors, and Buyer shall have received copies of all resolutions pertaining to that authorizationcorporate authorizations, certified by the secretary or assistant secretary of Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Booth Creek Ski Holdings Inc)

Corporate Approval. The execution and delivery of this Agreement by Seller, ------------------- and the performance of its Seller's covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary and required corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase And (SiVault Systems, Inc.)

Corporate Approval. The execution and delivery of this Agreement by SellerBuyers, and the performance of its Buyers' covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary and required corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Verity Inc \De\)

Corporate Approval. The execution and delivery of this Agreement agreement by SellerBuyer, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate actionBuyer's board of directors, and Buyer Selling Parties shall have received copies of all resolutions or actions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Pegasus Wireless Corp)

Corporate Approval. The execution and delivery of this Agreement by SellerSeller and Holdings, and the performance of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate action, and Buyer Purchaser shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of SellerSeller and Holdings.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Net Value Holdings Inc)

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Corporate Approval. The execution and delivery of this Agreement by SellerBuyer, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate actionthe general partner and members (if required), and Buyer Seller shall have received copies of all resolutions (if any) pertaining to that authorization, certified by the secretary of Sellerauthorization with respect to Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Taurus Entertainment Companies Inc)

Corporate Approval. The execution and delivery of this Agreement by Sellerthe Buyer, and the performance of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate action, and Buyer the Sellers shall have received copies a certificate of all the corporate secretary or assistant secretary of the Buyer to the effect that the attached resolutions pertaining to such authorization have not been revoked, modified, amended or rescinded and are still in full force and effect and that authorization, certified by the secretary of Sellerall other necessary action has been taken.

Appears in 1 contract

Samples: Purchase Agreement (Pantry Inc)

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under ithereunder, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions of directors and shareholders pertaining to that authorization, certified by the secretary Secretary of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Teardrop Golf Co)

Corporate Approval. The execution and delivery of this Agreement by the Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate and shareholder action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified respectively by the secretary Secretary of the Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale of Assets (Us Electricar Inc)

Corporate Approval. The execution and delivery of this This Agreement by Seller, and the performance of its Buyer’s covenants and obligations under it, this Agreement shall have been duly authorized by all necessary corporate action, and Buyer Seller shall have received copies of all resolutions pertaining to that authorization, certified by the secretary Secretary of SellerCorporation.

Appears in 1 contract

Samples: Engagement Agreement (Surge Global Energy, Inc.)

Corporate Approval. The execution and delivery of this Agreement by Seller, Seller and the performance of its covenants and obligations under it, it shall have been duly authorized by all necessary corporate actionparties, including (without limitation) directors, officers, and Buyer shareholders, by the requisite vote in accordance with Seller's Articles of Incorporation, by-laws, and State laws and Purchaser shall have received copies of all resolutions pertaining to that authorization, the authorization duly certified by the secretary of Selleror notarized.

Appears in 1 contract

Samples: Asset Purchase Agreement (Itex Corporation)

Corporate Approval. The execution and delivery of this Agreement by SellerBuyer, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer Seller shall have received copies of all resolutions pertaining to that authorizationauthorization with respect to Buyer, certified by the secretary Secretary of SellerBuyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jvweb Inc)

Corporate Approval. The execution and delivery of this Agreement agreement by SellerSelling Parties, and the performance of its covenants and Selling Parties' obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions or actions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Pegasus Wireless Corp)

Corporate Approval. The execution and delivery of this Agreement agreement by SellerSellers and Corporation, and the performance of its covenants Sellers' and Corporation's respective obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions or actions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Pegasus Wireless Corp)

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate actionand shareholder approval, and Buyer shall have received copies of all resolutions pertaining to that authorizationauthorization with respect to Seller, certified by the secretary Secretary of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jvweb Inc)

Corporate Approval. The execution and delivery of this Agreement agreement by SellerSelling Parties, and the performance of its covenants and Selling Parties' obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions or actions pertaining to that authorization. The execution and delivery of this agreement by Buyer, certified and the performance of Buyer's obligations under it, shall have been duly approved by the secretary Buyer's board of Sellerdirectors.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Pegasus Wireless Corp)

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its Seller's covenants and obligations under itthis Agreement, shall have been duly authorized by all necessary and required corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Appears in 1 contract

Samples: Agreement for Purchase (SiVault Systems, Inc.)

Corporate Approval. The execution and delivery of this Agreement by Seller, the Purchaser is and the performance of its respective covenants and obligations under it, it shall have been duly authorized by all necessary corporate actionlimited liability company action of the Purchaser, as the case may be, and Buyer the Seller shall have received copies of all resolutions pertaining to that the Purchaser’s authorization, certified by the secretary or person serving in a similar capacity of Sellereach of the Purchasers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dialysis Corp of America)

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