Receipt of Other Documents. Buyer shall have received the following: (a) Certified copies of the resolutions of HEALTHSOUTH's, Seller's and each Subsidiary's board of directors respecting this Agreement, the Related Agreements and the Transactions, together with certified copies of any stockholder resolutions which are necessary to approve the execution and delivery of this Agreement and any Related Agreements and/or the performance of the obligations of HEALTHSOUTH, Seller and the Subsidiaries hereunder and thereunder; (b) Certified copies of HEALTHSOUTH's, Seller's and each Subsidiary's Charter Documents, together with a certificate of the corporate secretary or an assistant secretary of each that none of such documents have been amended; (c) One or more certificates as to the incumbency of each officer of Seller or of any Subsidiary who has signed the Agreement, any Related Agreement or any certificate, document or instrument delivered pursuant to the Agreement or any Related Agreement; (d) Good standing certificates for HEALTHSOUTH, Seller and each of the Subsidiaries from the Secretaries of State of their respective states of incorporation dated as of a date not earlier than 30 business days prior to the Closing Date; (e) Copies of all third party and governmental consents, permits and authorizations that HEALTHSOUTH, Seller or any Subsidiary has received in connection with the Agreement, the Related Agreements and the Transactions; and (f) Certificates of non-foreign status in the form required by Section 1445 of the Code duly executed by Seller and the Subsidiaries.
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Samples: Purchase and Sale Agreement (Integrated Health Services Inc), Purchase and Sale Agreement (Healthsouth Corp)
Receipt of Other Documents. Buyer Seller shall have received the following:
(a) Certified copies of the resolutions of HEALTHSOUTH's, SellerBuyer's and each pertinent Buyer Subsidiary's board of directors respecting this Agreement, the Related Agreements Agreement and the Transactions, together with certified copies of any stockholder shareholder resolutions which are necessary to approve the execution and delivery of this Agreement and any the Related Agreements Agreement and/or the performance of the obligations of HEALTHSOUTH, Seller Buyer and the Subsidiaries each pertinent Buyer Subsidiary hereunder and thereunder;
(b) Certified copies of HEALTHSOUTH's, SellerBuyer's and each pertinent Buyer Subsidiary's Charter Documents, together with a certificate of the corporate secretary or an assistant secretary of Buyer and each pertinent Buyer Subsidiary that none of such documents have been amended;
(c) One or more certificates as to the incumbency of each officer of Seller or of any Buyer and each pertinent Buyer Subsidiary who has signed the Agreement, any Related Agreement or any certificate, document or instrument delivered pursuant to the Agreement or any Related Agreement;
(d) Good A good standing certificates certificate for HEALTHSOUTH, Seller Buyer and each of the Subsidiaries pertinent Buyer Subsidiary from the Secretaries Secretary of State of their respective states of incorporation incorporation, dated as of a date not earlier than 30 business days fifteen (15) Business Days prior to the Closing Date;; and
(e) Copies of all current Licenses of Buyer and each pertinent Buyer Subsidiary relevant to operation of the FOP Facilities and all third party and governmental consents, permits and authorizations that HEALTHSOUTH, Seller or any Buyer and each pertinent Buyer Subsidiary has received in connection with the Agreement, the Related Agreements Agreement and the Transactions; and
(f) Certificates of non-foreign status in Transactions to occur at the form required by Section 1445 of the Code duly executed by Seller and the SubsidiariesClosing.
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Receipt of Other Documents. Buyer shall have received the following:
: (a) Certified copies of the resolutions of HEALTHSOUTH's, each of Seller's and each Subsidiary's board of directors or governing bodies respecting this Agreement, the Related Agreements and the Transactions, together with certified copies of any stockholder resolutions which are necessary to approve the execution and delivery of this Agreement and any Related Agreements and/or the performance of the obligations of HEALTHSOUTH, Seller and the Subsidiaries hereunder and thereunder;
other agreement contemplated hereby; (b) Certified copies of HEALTHSOUTH's, each Seller's and each Subsidiary's Charter Documents, together with a certificate of the corporate secretary (or an assistant secretary equivalent official of Sellers that are public agencies) of each Seller that none of such documents have been amended;
; (c) One or more certificates as to the incumbency of each officer of a Seller or of any Subsidiary who has signed the this Agreement, any Related Agreement Agreement, any other agreement contemplated hereby, or any certificate, document or instrument delivered pursuant to the this Agreement, any Related Agreement or any Related Agreement;
other agreement contemplated hereby; (d) Good A good standing certificates certificate for HEALTHSOUTH, each Seller and each of the Subsidiaries which is a corporation from the Secretaries Secretary of State of their respective states the state of incorporation its incorporation, dated as of a date not earlier than 30 business days 15 Business Days prior to the Closing Date;
; and (e) Copies of all current Licenses relevant to operation of the Plant and all third party and governmental Governmental Body consents, permits and authorizations that HEALTHSOUTH, Seller or any Subsidiary Sellers has received in connection with the this Agreement, the Related Agreements Agreements, any other agreement contemplated hereby and the Transactionstransactions contemplated hereby and thereby to occur at the Closing; and
(f) Certificates of non-foreign status in the form required by Section 1445 of the Code duly executed by Seller and the Subsidiaries.Page 47 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT
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