Common use of Delivery of Officers' Certificates Clause in Contracts

Delivery of Officers' Certificates. The Company and the Stockholder shall have delivered to the Purchaser certificates, dated the Closing Date, and signed by the President of the Company (with respect to the Company), and by the Stockholder, representing and affirming that: (i) the representations and warranties made by each of the Company and the Stockholder jointly and/or severally as set forth in Section 3.1 of this Agreement and referred to in Subsection 5.1(c) above were and are true, correct and complete as required by Subsection 5.1(c) above and (ii) the conditions set forth in this Section 5.1 have been satisfied. The Company shall also have delivered certificates signed by the Secretary of the Company with respect to the authority and incumbency of the officers of the Company executing this Agreement and any documents required to be executed or delivered in connection therewith.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Elsinore Services Inc), Stock Purchase Agreement (Ariel Way Inc)

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Delivery of Officers' Certificates. The Company and each of the Stockholder ---------------------------------- Stockholders shall have delivered to the Purchaser Xceed certificates, dated the Closing Date, and signed by the President an executive officer of the Company (with respect to the Company), and by each of the StockholderStockholders individually, representing and affirming that: (i) the representations and warranties made by each of the Company and the Stockholder Stockholders jointly and/or severally as set forth in Section 3.1 of this Agreement and referred to in Subsection 5.1(c4.1(e) above were and are true, correct and complete as required by Subsection 5.1(c4.1(e) above and (ii) the conditions set forth in this Section 5.1 4.1 have been satisfied. The Company shall also have delivered certificates a certificate signed by the Secretary of the Company with respect to the authority and incumbency of the officers of the Company executing this Agreement and any documents required to be executed or delivered in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Xceed Inc)

Delivery of Officers' Certificates. The Company and each of the Stockholder Stockholders shall have delivered to the Purchaser THINK certificates, dated the Closing Date, 37 and signed by the President an executive officer of the Company (with respect to the Company), and by each of the StockholderStockholders individually, representing and affirming that: (i) the representations and warranties made by each of the Company and the Stockholder Stockholders jointly and/or severally as set forth in Section 3.1 of this Agreement and referred to in Subsection 5.1(c5.1(e) above were and are true, correct and complete as required by Subsection 5.1(c5.1(e) above and (ii) the conditions set forth in this Section 5.1 have been satisfied. The Company shall also have delivered certificates a certificate signed by the Secretary of the Company with respect to the authority and incumbency of the officers of the Company executing this Agreement and any documents required to be executed or delivered in connection therewith.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Think New Ideas Inc)

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Delivery of Officers' Certificates. The Company and each of the Stockholder ---------------------------------- Members shall have delivered to the Purchaser Xceed certificates, dated the Closing Date, and signed by the President an executive officer of the Company (with respect to the Company), and by each of the StockholderMembers individually, representing and affirming that: (i) the representations and warranties made by each of the Company and the Stockholder Members jointly and/or severally as set forth in Section 3.1 of this Agreement and referred to in Subsection 5.1(c5.1(e) above were and are true, correct and complete as required by Subsection 5.1(c5.1(e) above and (ii) the conditions set forth in this Section 5.1 have been satisfied. The Company shall also have delivered certificates a certificate signed by the Secretary of the Company with respect to the authority and incumbency of the officers of the Company executing this Agreement and any documents required to be executed or delivered in connection therewith.

Appears in 1 contract

Samples: Xceed Inc

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