Common use of Evidence of Corporate Authority Clause in Contracts

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 Each of the Seller and the Parent shall have delivered to Parent and the Buyer a certificate of the Secretary of the Companyits Secretary, dated as of the Closing Date, in form and substance reasonably satisfactory to ParentBuyer, certifying as to and attaching (if applicable): (i) complete and accurate copies of the its Organizational Documents of the CompanyDocuments, (ii) the incumbency of the its officers executing this Agreement and the Related Agreements to which the Company it is a party on its behalf of the Company and (iii) complete and accurate copies of resolutions of the its Board of Directors (andand with respect to the Seller, if applicable, the Stockholderits sole 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 its officers of the Company in carrying out the terms and provisions hereof and thereof.

Evidence of Corporate Authority. The Company Buyer shall have delivered to Parent and the Buyer Company a certificate of the Secretary or an Assistant Secretary of the CompanyBuyer, 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 CompanyBuyer, (ii) the incumbency of the officers executing this Agreement and the Related Agreements to which the Company Buyer is a party on behalf of the Company Buyer and (iii) complete and accurate copies of resolutions of the Board of Directors (and, if applicable, the Stockholderstockholders) of the Company Buyer authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and therebyhereby, and the acts of the officers of the Company Buyer in carrying out the terms and provisions hereof and thereofhereof.

Evidence of Corporate Authority. The Company shall have delivered to Parent and the Buyer a certificate of the Secretary or an Assistant 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 true and accurate correct copies of the Organizational Documents certificate of incorporation and by-laws of the CompanyCompany as in effect on the Closing Date, (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 true and accurate correct copies of resolutions of the Board of Directors (and, if applicable, the Stockholder) and stockholders of the Company authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and therebyhereby, and the acts of the officers of the Company in carrying out the terms and provisions hereof and thereofhereof.