Purchaser's Due Authorization Clause Samples

Purchaser's Due Authorization. Purchaser shall have delivered to Sellers, on or prior to the Closing Date (a) a certificate of existence or good standing, or similar certificate, issued by the secretary of state of the state in which Purchaser is organized, (b) a certificate of an officer, managing member or other authorized Person, on behalf of Purchaser, attaching true and correct copies of (i) the portions of Purchaser's operating agreement, by-laws, or similar organizational document forming the basis for the authority of the Person executing and delivering this Agreement and the other Transaction Documents on behalf of Purchaser (the "Signatory") to take such actions on behalf of Purchaser and (ii) to the extent required by the terms of such operating agreement, by-laws or similar organizational document, an instrument of consent, executed by the Persons required to authorize the Signatory to take such actions on behalf of Purchaser and (c) a true, correct and complete copy of Purchaser's articles of organization, certificate of incorporation or similar original document, certified by the secretary of state of the state in which Purchaser is organized.