Secretary’s Certificate of Purchaser Sample Clauses

Secretary’s Certificate of Purchaser. A certificate, in a form satisfactory to Sellers’ Representative, signed by the secretary of Purchaser dated as of the Closing Date, certifying: (x) the certificate of formation of Purchaser and Limited Partnership Agreement, as amended as of the Closing Date; and (y) as to the due approval and authorization (in accordance with Purchaser’s organizational and governing documents) of the Transactions, and attaching copies of the board resolutions that include such authorization and approval;
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Secretary’s Certificate of Purchaser. The Seller shall have received, on or before the Effective Date, (i) a Secretary’s Certificate dated as of the Effective Date, reasonably acceptable to the Seller, containing an incumbency certificate of the Purchaser dated as of the Effective Date identifying the Person(s) authorized to bind the Purchaser to this Agreement and (ii) applicable corporate resolution authorizing the Seller to enter into the types of transactions set forth herein and authorizing the officers of Purchaser to execute this Agreement and such other documents as may be necessary to accomplish the transactions contemplated hereby.
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Secretary’s Certificate of Purchaser. A certificate of the Secretary or Assistant Secretary of Purchaser certifying as to (i) the full force and effect of the Organizational Document of Purchaser attached to such certificate as an exhibit, (ii) the full force and effect of the Operating Document of Purchaser attached to such certificate as an exhibit, (iii) the accuracy and full force and effect of resolutions adopted by the board of directors (or other applicable governing body) of Purchaser approving the execution and delivery of this Agreement and the performance of the Transactions by Xxxxxxxxx, attached as one or more exhibits to such certificate, and (iv) the good standing or existence of Purchaser, as applicable, attaching as an exhibit a certificate issued by the secretary of state (or equivalent) of the jurisdiction of formation of Purchaser as of a recent date.
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Secretary’s Certificate of Purchaser. Purchaser is delivering to the Company a certificate of its secretary or assistant secretary dated as of the Closing and certifying its Certificate of Formation, Operating Agreement and incumbency of its officers executing on its behalf this Agreement or any document or instrument in connection therewith.
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Related to Secretary’s Certificate of Purchaser

  • Secretary’s Certificate At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.

  • Certificate of Purchaser Purchaser shall have provided Seller a certificate, substantially in the form attached hereto as Exhibit E, signed by an authorized officer of Purchaser dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Purchaser’s representations and warranties made in this Agreement is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement required to be complied with and performed by Purchaser at or prior to the Agreement Date have been duly complied with and performed in all material respects; and (c) the condition set forth in Section 10.04 has been satisfied.

  • Secretary’s Certificate, Etc The Administrative Agent shall have received from each Obligor (i) a copy of a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (ii) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Secretary or Assistant Secretary, managing member, general partner or equivalent, as to:

  • Secretary’s Certificates The Administrative Agent shall have received a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, satisfactory in form and substance to the Administrative Agent, executed by a Responsible Officer and the Secretary or any Assistant Secretary of such Loan Party.

  • Certificate of Buyer Seller shall have been provided with a certificate duly executed on behalf of Buyer to the effect that, as of the Closing Date:

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

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