Common use of Corporate Certificate Clause in Contracts

Corporate Certificate. The Company and AVS shall have delivered to KAV (i) copies of the Certificate of Incorporation and Bylaws of each of the Company and AVS as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by the Board of Directors and the shareholders of the Company, and by the Board of Directors of AVS, authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for the Company and AVS issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) Business Days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by their respective Secretary, as applicable, as being true, correct and complete.

Appears in 2 contracts

Samples: Inventory Purchase Agreement (Aviation Sales Co), Inventory Purchase Agreement (Kellstrom Industries Inc)

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Corporate Certificate. The Company and AVS shall have delivered to KAV Kellxxxxx (ix) copies of the Certificate of Incorporation and Bylaws of each of the Company and AVS as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by the Board of Directors and the shareholders of the Company, and by the Board of Directors of AVS, authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for the Company and AVS issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) Business Days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by their respective Secretary, as applicable, as being true, correct and complete.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kellstrom Industries Inc)

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Corporate Certificate. The Company and AVS shall have delivered to KAV Kellstrom (i) copies of the Certificate of Incorporation and Bylaws of each of ox xxxx xx the Company and AVS as in effect immediately prior to the Closing Date, (ii) copies of resolutions adopted by the Board of Directors and the shareholders of the Company, and by the Board of Directors of AVS, authorizing the transactions contemplated by this Agreement, and (iii) a certificate of good standing for the Company and AVS issued by the Secretary of State of the State of Delaware as of a date not more than ten (10) Business Days prior to the Closing Date, certified in the case of subsections (i) and (ii) of this Section as of the Closing Date by their respective Secretary, as applicable, as being true, correct and complete.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aviation Sales Co)

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