Common use of Resolutions; Incumbency Clause in Contracts

Resolutions; Incumbency. (1) Copies of the resolutions of the board of directors of Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of Company; and (2) A certificate of the Secretary or Assistant Secretary of Company certifying the names and true signatures of the officers of Company, authorized to execute, deliver and perform, as applicable, all Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of each of the Company and each Guarantor authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of Companysuch entity; and (2ii) A certificate of the Secretary or an Assistant Secretary of each of the Company and each Guarantor certifying the names and true signatures of the officers of Company, such entity authorized to execute, deliver and perform, as applicable, all Loan Documents perform the documents to be delivered by it such entity hereunder;.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board respective boards of directors of Company the Companies authorizing the transactions contemplated hereby, certified as of the Closing Date by the each Company's Secretary or an Assistant Secretary of CompanySecretary, respectively; and (2ii) A certificate of the Secretary or Assistant Secretary of Company each of the Companies, certifying the names and true signatures of the officers of Company, each such Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of Company the Companies and each Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of Companysuch Person; and (2ii) A certificate of the Secretary, Assistant Secretary or Assistant Secretary equivalent officer of Company the Companies and each Subsidiary certifying the names and true signatures of the officers of Company, such Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors managers of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and performperform this Agreement, as applicable, and all Loan Documents to be delivered by it hereunderother Operative Documents;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors (or appropriate committee thereof) of the Company authorizing the transactions contemplated herebyhereby (including the Merger and the Tender Offer), certified as of the Closing Date by the Secretary, Assistant Secretary or an Assistant Secretary other appropriate officer of the Company; and (2ii) A certificate of the Secretary, Assistant Secretary or Assistant Secretary other appropriate officer of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicablethis Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicablethis Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, certified as of the Closing Second Restatement Effective Date by the Secretary or an Assistant Secretary of the Company; , and (2ii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, execute and deliver and perform, as applicable, all Loan Documents to be delivered by it hereunder;this agreement.

Resolutions; Incumbency. (1) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and performperform this Agreement, as applicable, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;; 63 Credit Agreement - Idex Corporation 71

Resolutions; Incumbency. (1i) Copies of the resolutions of the board Board Committee of directors of Company the Company, authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of Company the Company, certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, all Loan Documents to be delivered by it hereunderperform this Agreement;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors (or similar governing body) of the Company authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary or similar officer of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary or similar officer of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (1) i Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2) ii A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and performperform this Agreement, as applicable, all Loan Documents and the other documents to be delivered by it hereunder;.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company and each Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of Companysuch Person; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company and each Subsidiary certifying the names and true signatures of the officers of Company, the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the executive committee of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by it hereunderDocuments;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Company's Secretary or an Assistant Secretary of CompanySecretary; and (2ii) A certificate of the Secretary or Assistant Secretary of Company the Company, certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, perform this Agreement and all Loan other Credit Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Restatement Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1) i Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and and (2) A ii a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, execute and deliver this Agreement and perform, as applicable, all Loan Documents to be delivered by it hereunder;the Notes.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Third Restatement Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company and each Material Subsidiary authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of Companysuch Person; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company and each Material Subsidiary certifying the names and true signatures of the officers of Company, the Company or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of the Company, authorized to execute, deliver and perform, as applicable, all Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, execute and deliver this Agreement and perform, as applicable, all Loan Documents to be delivered by it hereunder;the Notes.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors directors, members or managers, as applicable, of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and and (2ii) A a certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all Loan other Related Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the execution and delivery of this agreement and the consummation of the transactions contemplated hereby, certified as of the Closing Restatement Effective Date by the Secretary or an Assistant Secretary of the Company; , and (2ii) A certificate of the Secretary or an Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, execute and deliver and perform, as applicable, all Loan Documents to be delivered by it hereunder;this agreement.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and performperform this Agreement, as applicable, all Loan Documents and the other documents to be delivered by it hereunder;.

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing First Amendment Effective Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of Company the Company, certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Amendment, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board Board of directors Directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Date by the Secretary or an Assistant Secretary of the Company; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;

Resolutions; Incumbency. (1i) Copies of the resolutions of the board of directors of the Company authorizing the transactions contemplated hereby, certified as of the Closing Effective Date by the Secretary or an Assistant Secretary of Companysuch Person; and (2ii) A certificate of the Secretary or Assistant Secretary of the Company certifying the names and true signatures of the officers of Company, the Company authorized to execute, deliver and perform, as applicable, all Loan Documents to be delivered by it hereunderthis Amendment;