Secretary’s Certificate; Resolutions. The secretary or other executive officer of Seller and Parent shall have delivered or has delivered to Buyer a certificate, dated as of the Effective Date, and to the effect (i) that all action required to authorize and direct the Seller’s and Parent’s execution and performance of this Agreement and any other agreement or instrument of conveyance provided for herein has been taken; and (ii) that all such action so taken remains in effect without modification or revocation. There shall be or is attached to such certificate a true and complete copy of the resolutions adopted by Seller’s and Parent’s governing bodies which are required in order to effectuate such actions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc)
Secretary’s Certificate; Resolutions. The secretary or other executive officer of Seller and Parent shall have delivered or has delivered deliver to Buyer a certificate, dated as of the Effective Date, and to the effect (i) that all action required to authorize and direct the Seller’s and Parent’s execution and performance of this Agreement and any other agreement or instrument of conveyance provided for herein has been taken; and (ii) that all such action so taken remains in effect without modification or revocation. There shall be or is attached to such certificate a true and complete copy of the resolutions adopted by Seller’s and Parent’s governing bodies which are required in order to effectuate such actions.
Appears in 2 contracts
Samples: Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc)
Secretary’s Certificate; Resolutions. The secretary or other executive officer of Seller and Parent shall have delivered or has delivered shall deliver to Buyer a certificate, dated as of the Effective Date, and to the effect (i) that all action required to authorize and direct the Seller’s and Parent’s execution and performance of this Agreement and any other agreement or instrument of conveyance provided for herein has been taken; and (ii) that all such action so taken remains in effect without modification or revocation. There shall be or is attached to such certificate a true and complete copy of the resolutions adopted by Seller’s and Parent’s governing bodies which are required in order to effectuate such actions.
Appears in 1 contract
Samples: Asset Purchase Agreement (New Horizons Worldwide Inc)