Related Certificates Sample Clauses

Related Certificates. Each of the Related Certificates shall have been executed and/or delivered, as the case may be, by the Person (other than the Corporation) who or which is the subject thereof.

Related Certificates. Each of the following certificates shall have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of each Seller dated as of the Closing Date, certifying (A) that true and complete copies of each Seller's Charter and By-laws as -45- 56 in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of each Seller executing this Agreement or any of the Related Documents on behalf of each Seller; and (C) the genuineness of the resolutions (attached thereto) of the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the Related Documents to which each Seller is a party and the consummation of the transactions contemplated hereby and thereby; (ii) certificates of the secretaries of state or other appropriate officers of the states or other jurisdictions in which each Seller is organized or qualified to do business dated as of the Closing Date, certifying as to the good standing and, to the extent available, nondelinquent tax status of each Seller; and (iii) a certificate of the principal executive officer of each Seller dated as of the Closing Date, certifying as to (A) the accuracy of the representations and warranties of each Seller contained herein, as contemplated by SECTION 8.1(a), and (B) the performance of the covenants of each Seller contained herein, as contemplated by SECTION 8.1(b). (iv) a certificate jointly executed by a principal executive officer of NetOptix and Leisegang, dated as of the Closing Date, certifying that such Seller is not a foreign person within the meaning of Section 1445 of the Code.

Related Certificates. Each of the following certificates shall have been executed and delivered by the Person who is the subject thereof: (i) if such Seller is not a natural person, a certificate of the secretary of such Seller dated as of the Closing Date, certifying (A) that true, correct and complete copies of resolutions of such Seller’s board of directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby are attached thereto; and (B) as to the incumbency of each officer of such Seller executing this Agreement or any Related Agreement to which Seller is a party, together with good standing certificates of such Seller as of a date within ten (10) days prior to the Closing Date; (ii) a certificate of Sellers’ Representative, dated as of the Closing Date, certifying as to (A) the accuracy of the representations and warranties of each Seller contained in Article III as of the Closing Date in accordance with Section 7.01(a), and (B) the performance of the covenants of each Seller contained herein to be performed on or prior to the Closing Date in accordance with Section 7.01(b); and (iii) a certificate of each member of the Senior Management, dated as of the Closing Date, certifying as to the accuracy of the representations and warranties of such member of the Senior Management contained in Article IV as of the Closing Date in accordance with Section 7.01(a).

Related Certificates. Each of the following certificates shall have been executed and delivered by the Person who is the subject thereof:

Related Certificates. Each of the following certificates (the "RELATED CERTIFICATES") shall have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) certificate of the secretary of the Corporation, certifying (i) that true and complete copies of the Corporation's Certificate of Incorporation and By-Laws as amended to and in effect on the Closing Date are attached thereto, (ii) as to the incumbency and genuineness of the signatures of each officer of such Person executing this Agreement or any of the Related Agreements on behalf of the Corporation; and (iii) the genuineness of the resolutions of the board of directors of the Corporation (the "BOARD") authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby; (ii) certificates of the secretaries of state of the States of Delaware and Massachusetts dated as of the Closing Date, certifying as to the corporate good standing of the Corporation; (iii) a certificate signed by a principal executive officer of the Corporation, on behalf of the Corporation, dated as of the Closing Date, addressed to the Existing Investors and certifying as to the fulfillment of the conditions set forth in SECTION 6.1(a), SECTIONS 6.2 through 6.10 and SECTIONS 6.15 and 6.16 (but not as to the execution and delivery by any of the Investors of any Related Agreements); and (iv) a certificate signed by a principal executive officer of the Corporation, on behalf of the Corporation, dated as of the Closing Date, addressed to the Insight Investors and certifying as to the fulfillment of the conditions set forth in SECTIONS 6.1(B) through 6.10 and SECTIONS 6.15 and 6.16 (but not as to the execution and delivery by any of the Investors of any Related Agreements).

Related Certificates. Each of the following certificates shall have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) certificate of the secretary or an assistant secretary of Xxxxx, dated as of the Closing Date, certifying (A) that true and complete copies of all of the Fundamental Documents, each as amended, of Buyer as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of Buyer executing this Agreement or any of the Related Documents on behalf of Buyer; and (C) as to the genuineness of the resolutions attached thereto of the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Related Documents to which Xxxxx is a party and the completion of the transactions contemplated hereby and thereby; (ii) a certificate of the secretary of state or other applicable official of the jurisdiction in which Buyer is organized, dated within 30 days of the Closing Date, certifying as to the good standing of Buyer; and (iii) certificate of the secretary or assistant secretary of Xxxxx, dated as of the Closing Date, certifying that each of the conditions set out in Sections 6.2(a) and 6.2(b) have been satisfied.

Related Certificates. At the Closing, the Seller shall deliver the certificates set forth below to the Acquiror, executed by the Person set forth below: (i) all written consents (or waivers with respect to thereto) for the assignment to Acquiror of the Assigned Contracts; (ii) evidence of satisfaction of all obligations for the Indebtedness, including true, correct, and complete payoff letters or UCC termination statements with respect to the Indebtedness and satisfactory evidence that all Liens affecting the Purchased Assets have been released (iii) a certificate of an officer of the Seller dated as of the Closing Date, certifying (A) as to the incumbency and genuineness of the signatures of each officer of the Seller executing this Agreement or any of the Related Documents on behalf of the Seller; and (B) the genuineness of the resolutions (attached thereto) of the Seller’s Board of Directors authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby; and (iv) a certificate of the Florida Secretary of State certifying as to the good standing of the Seller, dated as of a date not more than five (5) Business Days prior to the Closing Date.

Related Certificates. At the Closing, the Acquiror shall deliver the certificates set forth below to the Seller, executed by the Person set forth below: (i) a certificate of an officer of the Acquiror dated as of the Closing Date, certifying (A) as to the incumbency and genuineness of the signatures of each officer of the Acquiror executing this Agreement or any of the Related Documents on behalf of the Acquiror; and (B) the genuineness of the resolutions (attached thereto) of the Acquiror’s Board of Directors or similar governing body authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Acquiror is a party and the consummation of the transactions contemplated hereby and thereby; and (ii) a certificate of the Nevada Secretary of State certifying as to the good standing of the Acquiror, dated as of a date not more than five (5) Business Days prior to the Closing Date.

Related Certificates. The following certificates: (i) a certificate of the secretary of DJ and DonJoy, respectively, dated as of the Closing Date, certifying (A) that true and complete copies of the certificate of formation and company agreement of DJ and DonJoy, respectively, as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer or managing member of DJ and DonJoy, respectively, executing this Agreement or any of the Related Documents on behalf of DJ and DonJoy, respectively, and (C) the genuineness of the resolutions (attached thereto) of the officer or managing member of DJ and DonJoy, respectively, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which DJ and DonJoy, respectively, is a party and the consummation of the transactions contemplated hereby and thereby; (ii) a certificate signed by an officer or managing member of DJ and DonJoy, respectively, dated as of the Closing Date, certifying as to (A) the accuracy of the representations and warranties of DJ and DonJoy, respectively, contained herein, as contemplated by Section 10.3(a)(ii), and (B) the performance of the covenants of DJ and DonJoy, respectively, as contemplated in Section 10.3(a)(i).

Related Certificates. Each of the following certificates shall have been executed and/or delivered, as the case may be, by the Person who or which is the subject thereof: (i) a certificate of the secretary of the Company dated as of the Closing Date, certifying (A) that true and complete copies of the Company's Fundamental Documents as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of the Company executing this Agreement or any of the Related Documents on behalf of the Company; and (C) the genuineness of the resolutions (attached thereto) of the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Related Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby; (ii) certificates of the secretaries of state of the states specified in Schedule 5.1 in which the Company is organized or qualified to do business, dated as of the Closing Date, certifying as to the good standing and nondelinquent tax status of the Company; and (iii) a certificate of the principal executive officer of the Company dated as of the Closing Date, certifying as to (A) the accuracy of the representations and warranties of the Company contained herein, as contemplated by Section 8.1(a), and (B) the performance of the covenants of the Company contained herein, as contemplated by Section 8.1(b).