Secretaries' Certificate. Certificates executed by each of Seller and each of the Companies, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by the Board of Directors of Seller or the Companies, as the case may be, authorizing and approving the execution by such party of this Agreement and the other Transaction Documents to which such party is a party and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, a Certificate of Good Standing certified by an appropriate state official of the State of its incorporation certified by such state official as of a date not more than five (5) Business Days before the Closing Date.
Secretaries' Certificate. A certificate executed by a duly authorized representative on behalf of Falcon, dated as of the Closing Date, providing, as attachments thereto, to the extent available, certificates of Good Standing for each of the Falcon Companies certified by an appropriate state official of the State of their organization, all certified by such state officials as of a date not more than fifteen days before the Closing Date.
Secretaries' Certificate. A certificate executed by Buyer, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by the Board of Directors and shareholders (if applicable) of Buyer, authorizing and approving the execution by Buyer of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, a Certificate of Good Standing for Buyer certified by an appropriate state official of the State of Delaware, certified by such state official as of a date not more than fifteen days before the Closing Date.
Secretaries' Certificate. A certificate executed by each of the Charter Parties, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by the Board of Directors of such Charter Party, authorizing and approving the execution by such Charter Party of this Agreement and the other Transaction Documents to which such Charter Party is a party and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, a Certificate of Good Standing for such Charter Party certified by an appropriate state official of the State of Delaware, certified by such state official as of a date not more than fifteen days before the Closing Date.
Secretaries' Certificate. Standard shall have furnished to TCF (i) copies of the text of the resolutions by which the corporate action on the part of Standard and the Standard Subsidiaries necessary to approve this Agreement, the Articles of Merger and the transactions contemplated hereby and thereby were taken, (ii) certificates dated as of the Effective Date executed on behalf of Standard by its corporate secretary or one of its assistant corporate secretaries certifying to TCF that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded and (iii) an incumbency certificate dated as of the Effective Date executed on behalf of Standard by its corporate secretary or one of its assistant corporate secretaries certifying the signature and office of each officer executing this Agreement, the Articles of Merger or any other agreement, certificate or other instrument executed pursuant hereto or thereto.
Secretaries' Certificate. A certificate executed by each of Holdings and Group, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by the members of Holdings and Group, as the case may be, authorizing and approving the execution by such party of this Agreement and the other Transaction Documents to which such party is a party and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, Certificates of Good Standing for each of the Renaissance Companies certified by an appropriate state official of the State of their organization, all certified by such state officials as of a date not more than fifteen days before the Closing Date.
Secretaries' Certificate. A certificate executed by each of Buyer and Charter, dated as of the Closing Date, (1) certifying that the resolutions, as attached to said certificate, were duly adopted by the Board of Directors and shareholders of Buyer and Charter (as the case may be), authorizing and approving the execution by Buyer and Charter of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby and that such resolutions remain in full force and effect; and (2) providing, as attachments thereto, a Certificate of Good Standing for Buyer and Charter (as the case may be) certified by an appropriate state official of the State of Delaware, certified by such state official as of a date not more than fifteen days before the Closing Date.
Secretaries' Certificate. The resolutions contained in the Secretaries' Certificates of the Borrowers dated April 27, 1995, May 31, 1996, July 21, 1997 and October 21, 1997 and the resolutions contained in the Secretary's Certificate of the Guarantor dated July 21, 1997 and October 21, 1997 (collectively, the "RESOLUTIONS") have not in any way been rescinded or modified and have been in full force and effect since their adoption to and including the date hereof and are now in effect. The Resolutions are the only proceedings of the Obligors now in force relating to or affecting the matters referred to therein except for the resolution dated October 26, 1996 and authorize the Obligors to make the modifications described herein and the resolutions referenced in the Officers' Certificates of FIND/SVP, Inc. dated October 21, 1997, FIND/SVP Published Products, Inc. dated October 21, 1997 and the Guarantor dated October 21, 1997.
Secretaries' Certificate. A certificate duly executed by the Secretary of the Company and each Subsidiary certifying (i) a true and correct copy of the Bylaws or Operating Agreement of the Company and each Subsidiary, (ii) true and correct copies of resolutions or consent actions taken by Board of Directors or managers of the Company and each Subsidiary authorizing the appropriate officers to execute and deliver the Loan Documents and all agreements, documents, and instruments executed by the Company and the Subsidiaries pursuant hereto, and to consummate the transactions contemplated herein and therein, and (iii) the names of the officers of the Company and each Subsidiary authorized to sign the Loan Documents and the other agreements, documents, and instruments executed by the Company or Subsidiary pursuant hereto, together with the true signatures of such officers;
Secretaries' Certificate. A certificate, dated the Closing Date, signed by the secretary of each Purchaser and of JAKKS certifying (i) the certificate of incorporation and bylaws (or other governing documents) of each Purchaser and JAKKS being true and correct as of the Closing Date, (ii) resolutions of the directors of each Purchaser and JAKKS, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby, and (iii) the incumbency of the executive officers of each Purchaser and JAKKS executing this Agreement and any related documents.
