Related Certificates Clause Samples
The 'Related Certificates' clause defines the requirements and procedures for providing certificates that are relevant to the subject matter of the agreement, such as insurance certificates, compliance certificates, or other official documents. Typically, this clause specifies which party must supply the certificates, the timing for delivery, and the standards or authorities the certificates must meet. By clearly outlining these obligations, the clause ensures that all necessary documentation is provided to demonstrate compliance or coverage, thereby reducing uncertainty and mitigating risk for the parties involved.
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 (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; and
(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 Investors and certifying as to the fulfillment of the conditions set forth in SECTIONS 5.1 through 5.12 (but not as to the execution and delivery by any of the Investors of any Related Agreements).
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. 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 or officer of Seller and each Company in his or her representative capacity, dated as of the Closing Date, certifying (A) that true and complete copies of Seller’s and each Company’s Constitutional 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 Seller and each Company executing this Agreement or any of the Related Agreements, and (C) the genuineness of the resolutions (attached thereto) of Seller’s and each Company’s board of directors authorizing the execution, delivery and performance of this Agreement and the Related Agreements to which Seller and each Company is a party and the consummation of the transactions contemplated hereby and thereby;
(ii) certificates of the secretaries of state of the jurisdictions in which each Company is organized or qualified to do business, dated as of a date which is within five (5) days of the Closing Date, certifying as to the good standing of each Company; and
(iii) a certificate of Seller as to satisfaction as of the Closing Date of the conditions set forth in Section 5.01(a) and (b).
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;
Related Certificates. The following certificates:
(i) a certificate of the secretary of Seller and DePuy, Inc., respectively, dated as of the Closing Date, certifying (A) that true and complete copies of Sellers' and DePuy, Inc.'s, respectively, certificate of incorporation and by-laws as in effect on the Closing Date are attached thereto, (B) as to the incumbency and genuineness of the signatures of each officer of Seller and DePuy, Inc., respectively, executing this Agreement or any of the Related Documents on behalf of Seller, and (C) the genuineness of the resolutions (attached thereto) of the board of directors of Seller and DePuy, Inc., respectively, authorizing the execution, delivery and performance of this Agreement and the Related Documents to which Seller and DePuy, Inc., respectively, is a party and the consummation of the transactions contemplated hereby and thereby;
(ii) a certificate of the principal executive officer of 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 10.2(a)(ii), and (B) the performance of the covenants of Seller as contemplated by Section 10.2(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).