Receipt of Other Documents. Seller shall have received the following with respect to each of Purchaser and Purchaser Parent: (a) A Certificate of Good Standing, as of a recent date, issued by the Secretary of State of Louisiana; (b) Certified copies of its organizational documents, together with a certificate of its Secretary or an Assistant Secretary (or similarly situated individual) that none of such documents have been amended; (c) Copies, certified by its Secretary or an Assistant Secretary (or similarly situated individual), of resolutions of its board of directors or similar governing body authorizing the execution and delivery of this Agreement (in the case of Purchaser), and each of the Ancillary Agreements to which it is a party and the performance of its obligations hereunder and thereunder, and authorizing the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be executed and delivered by it in connection herewith; and (d) A certificate of the Secretary or an Assistant Secretary (or similarly situated individual), identifying the name and title and bearing the signatures of the managers or officers authorized to execute and deliver this Agreement (in the case of Purchaser), and each Ancillary Agreement to which it is a party and the other agreements and instruments contemplated hereby.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cleco Midstream Resources LLC), Purchase and Sale Agreement (Cleco Corp)
Receipt of Other Documents. Seller Purchaser shall have received the following with respect to each of Purchaser and Purchaser Parentfollowing:
(a) A Certificate Certificates of Good Standing, Standing with respect to Seller as of a recent date, date issued by the Secretary of State of LouisianaDelaware and Mississippi;
(b) Certified copies Copies of its organizational documentsthe certificate of formation and the limited liability company agreement of Seller certified by the Secretary of State of Delaware, together with a certificate of its the Secretary or an Assistant Secretary (or similarly situated individual) of Seller that none of such documents have been amended;
(c) Copies, certified by its the Secretary or an Assistant Secretary (or similarly situated individual), ) of Seller of resolutions of its board of directors or similar governing body authorizing the execution and delivery by Seller of this Agreement (in the case of Purchaser), and each of the Ancillary Agreements to which it is a party and authorizing the performance of its obligations hereunder and thereunder, as applicable, and authorizing or ratifying the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be executed and delivered by it Seller in connection herewith; and;
(d) A certificate of the Secretary or an Assistant Secretary (or similarly situated individual), ) of Seller identifying the name and title and bearing the signatures of the managers or officers of Seller authorized to execute and deliver this Agreement (in the case of Purchaser), and each Ancillary Agreement to which it is a party and the other agreements and instruments contemplated hereby; and
(e) A receipt for the Initial Purchase Price as adjusted by the Closing Adjustment.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cleco Corp), Purchase and Sale Agreement (Cleco Midstream Resources LLC)
Receipt of Other Documents. Seller shall have received the following with respect to each of Purchaser and Purchaser Parentfollowing:
(a) A Certificate of Good StandingStanding with respect to Purchaser, as of a recent date, issued by the Secretary of State of LouisianaTexas;
(b) Certified copies of its organizational documentsthe Certificate of Incorporation and the By-laws of Purchaser certified by the Secretary of State of Texas, together with a certificate of its the Secretary or an Assistant Secretary (or similarly situated individual) of Purchaser that none of such documents have been amended;
(c) Copies, certified by its the Secretary or an Assistant Secretary (or similarly situated individual)of Purchaser, of resolutions of its the board of directors or similar governing body of Purchaser authorizing the execution and delivery by Purchaser of this Agreement (in the case of Purchaser)Agreement, and each of the Ancillary Agreements to which it is a party and the performance of its obligations hereunder and thereunder, and authorizing the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be executed and delivered by it Purchaser in connection herewith; and;
(d) A certificate of the Secretary or an Assistant Secretary (or similarly situated individual)of Purchaser, identifying the name and title and bearing the signatures of the managers or officers of Purchaser authorized to execute and deliver this Agreement (in the case of Purchaser)Agreement, and each Ancillary Agreement to which it Purchaser is a party and the other agreements and instruments contemplated hereby.;
Appears in 1 contract
Samples: Asset Purchase Agreement (Dynegy Acquisition, Inc.)
Receipt of Other Documents. Seller shall have received the following with respect to each of Purchaser and Purchaser Parentfollowing:
(a) A Certificate a certificate of Good Standinggood standing with respect to Purchaser, as of a recent datedate within ten (10) Business Days of the Closing, issued by the Secretary of State of Louisianathe State of Mississippi;
(b) Certified certified copies of its organizational documentsthe certificate of incorporation and the bylaws of Purchaser certified by the Secretary of State of the State of Mississippi, together with a certificate of its the Secretary or an Assistant Secretary (or similarly situated individual) of Purchaser that none of such documents have been amended;
(c) Copiescopies, certified by its the Secretary or an Assistant Secretary (or similarly situated individual)of Purchaser, of resolutions of its the board of directors or similar governing body of Purchaser authorizing the execution and delivery by Purchaser of this Agreement (in the case of Purchaser)Agreement, and each of the Ancillary Agreements to which it is a party and the performance of its obligations hereunder and thereunder, and authorizing the execution and delivery of, and performance of its obligations under, all of the other agreements and instruments, in each case, to be executed and delivered by it Purchaser in connection herewith; and;
(d) A a certificate of the Secretary or an Assistant Secretary (or similarly situated individual)of Purchaser, identifying the name and title and bearing the signatures of the managers or officers of Purchaser authorized to execute and deliver this Agreement (in the case of Purchaser)Agreement, and each Ancillary Agreement to which it Purchaser is a party and the other agreements and instruments contemplated hereby;
(e) all of the items referenced in Section 3.3; and
(f) receipt of Purchaser’s Required Consents.
Appears in 1 contract