Evidence of Corporate Authority. The Lessee shall have delivered to the Lessor certified resolutions of the board of directors of the Lessee and each Guarantor, duly authorizing the execution, delivery and performance of this Lease, the other Operative Documents to which the Lessee or either Guarantor is a party, and other satisfactory evidence as may be requested by Lessor that the Lessee and each Guarantor have taken all corporate action necessary to authorize the Operative Documents and the transactions contemplated hereby, together with an incumbency certificate as to the person or persons authorized to execute and deliver the same;
Evidence of Corporate Authority. The Company shall have delivered to Parent and the Buyer a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent, certifying as to and attaching (if applicable): (i) complete and accurate copies of the Organizational Documents of the Company, (ii) the incumbency of the officers executing this Agreement and the Related Agreements to which the Company is a party on behalf of the Company and (iii) complete and accurate copies of resolutions of the Board of Directors (and, if applicable, the Stockholder) of the Company authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of the Company in carrying out the terms and provisions hereof and thereof.
Evidence of Corporate Authority. The Company shall have delivered to the Buyer a certificate of the Company’s Secretary, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer, certifying as to and attaching (if applicable): (i) complete and accurate copies of the Organizational Documents of the Company, (ii) the incumbency of the officers executing this Agreement and (iii) complete and accurate copies of resolutions of the Board of Directors and Stockholders authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of the Company in carrying out the terms and provisions hereof and thereof.
Evidence of Corporate Authority. The Buyer shall have delivered to the Company a certificate of an officer or manager of the Buyer, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) true and correct copies of the organizational documents of the Buyer, (ii) the incumbency of the officers or managers executing this Agreement and each Related Agreement to which the Buyer is a party on behalf of the Buyer and (iii) true and correct copies of resolutions of the Board of Managers and members of the Buyer authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers and managers of the Buyer in carrying out the terms and provisions hereof.
Evidence of Corporate Authority. Buyer shall have delivered (A) a certificate of the Secretary or an Assistant Secretary of Buyer dated as of the Closing Date, certifying as to (i) the attached true and correct copies of the Articles of Organization and by-laws of Buyer, (ii) the incumbency of the officers executing this Agreement and the Related Agreements on behalf of Buyer and (iii) the attached true and correct copies of resolutions of the board of directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of Buyer in carrying out the terms and provisions hereof; and (B) a certificate of good standing from the Secretary of State of the Commonwealth of Massachusetts dated within five (5) days of the Closing Date.
Evidence of Corporate Authority. Each Seller and Parent shall have delivered to Alloy and the Buyer a certificate of the Secretary or an Assistant Secretary of such party, dated as of the Closing Date, certifying as to and attaching (if applicable) (i) true and correct copies of the Certificate of Incorporation and by-laws of such party, (ii) the incumbency of the officers executing this Agreement on behalf such party and (iii) true and correct copies of resolutions of the Board of Directors and stockholders (if applicable) of such party authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of such party in carrying out the terms and provisions hereof.
Evidence of Corporate Authority. Parent and the Buyer shall have delivered to the Representative a certificate of the Secretary or an Assistant Secretary of Parent and the Buyer, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) true and correct copies of the organizational documents of Parent and the Buyer, (ii) the incumbency of the officers executing this Agreement and each Related Agreement to which Parent or the Buyer is a party on behalf of Parent and the Buyer and (iii) true and correct copies of resolutions of the Board of Directors of Parent and the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of Parent and the Buyer in carrying out the terms and provisions hereof.
Evidence of Corporate Authority. 7 2.1.4. EVIDENCE OF INSURANCE ............................................ 7 2.1.5.
Evidence of Corporate Authority. Evidence of authority as may be required by the Title Company to issue the Title Insurance Policy;
Evidence of Corporate Authority. MarketSource shall have ------------------------------- delivered (A) a certificate of the Secretary or an Assistant Secretary of MarketSource, dated as of the Closing Date, certifying as to (i) the attached true and correct copies of the Certificate of Incorporation and by-laws of MarketSource, (ii) the incumbency of the officers executing this Agreement and the Related Agreements on behalf of MarketSource and (iii) the attached true and correct copies of resolutions of the board of directors and, if necessary, stockholders of MarketSource authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of MarketSource in carrying out the terms and provisions hereof; and (B) certificates of good standing from the Secretary of State of Delaware and of each jurisdiction in which it is qualified to do business as identified on Section 3.1(a) to the Disclosure Schedule dated within five (5) days of the Closing Date.
