Secretary’s Certificates. The Company shall have delivered to you a certificate of its Secretary or one of its Assistant Secretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.
Appears in 4 contracts
Samples: Note Purchase Agreement (Invacare Corp), Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp)
Secretary’s Certificates. The Company shall have delivered to you such Purchaser a certificate of its Secretary or one of its Assistant SecretariesSecretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the NotesBonds, this Agreement and the Other AgreementsIndenture.
Appears in 2 contracts
Samples: Financing Agreement (Black Hills Power Inc), Bond Purchase Agreement (Black Hills Power Inc)
Secretary’s Certificates. The Each of the Parent and the Company shall have delivered to you a certificate of its Secretary or one of its an Assistant SecretariesSecretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, Notes and this Agreement and the Other AgreementsAgreement.
Appears in 2 contracts
Samples: Master Note Purchase Agreement (Hunt J B Transport Services Inc), Guaranty (Hunt J B Transport Services Inc)
Secretary’s Certificates. The Company Each of Acquiror and Parent shall have delivered to you the Company a certificate of certificate, dated the Closing Date, executed by its Secretary or one of its Assistant Secretaries, dated the date of the Closing, Secretary and certifying as to the resolutions attached thereto its organizational documents, enabling resolutions, incumbency of officers and other proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreementsrelated matters.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Autocorp Equities Inc), Agreement and Plan of Merger (Autocorp Equities Inc)
Secretary’s Certificates. The Company shall have delivered to you such Purchaser a certificate of its Secretary or one of its Assistant SecretariesSecretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other AgreementsSubsidiary Guaranty, as applicable.
Appears in 2 contracts
Samples: Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp)
Secretary’s Certificates. The Company shall have delivered to you a certificate of its from a duly authorized Secretary or one of its Assistant Secretaries, dated the date Secretary of the Closing, Company certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other Agreements.
Appears in 1 contract
Samples: Note Purchase Agreement (Performance Food Group Co)
Secretary’s Certificates. The Company shall have delivered to you a certificate certificates of its and each Subsidiary Guarantor’s Secretary or one of its an Assistant SecretariesSecretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, Notes and this Agreement and the Other AgreementsAgreement.
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Data Systems Corp)
Secretary’s Certificates. The Company shall have delivered to you each of the Purchasers a certificate of its the Secretary or one of its Assistant Secretariesthe Company, dated the date Closing Date, attaching (i) correct and complete copies of the ClosingGoverning Documents then in effect, certifying as to (ii) correct and complete copies of all resolutions of the resolutions attached thereto and other proceedings Board of Directors of the Company relating to the authorizationTransactions, execution and delivery (iii) a certificate of good standing of the Notes, this Agreement and Company issued by the Other Agreementsapplicable Governmental Body no earlier than five Business Days before the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Xinyuan Real Estate Co LTD)
Secretary’s Certificates. The Company shall have delivered to you a certificate of its the Secretary or one of its an Assistant Secretaries, dated the date Secretary of the Closing, Company certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, the Warrants and this Agreement and the Other AgreementsAgreement.
Appears in 1 contract
Secretary’s Certificates. The Each of the Issuer and the Company shall have delivered to you a certificate of its Secretary or one of its an Assistant SecretariesSecretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other AgreementsAgreements and, in the case of the Issuer, the Notes.
Appears in 1 contract
Samples: Guarantee Agreement (Cordiant Communications Group PLC /Adr)
Secretary’s Certificates. The Company shall have delivered to you such Purchaser a certificate of its Secretary or one of its Assistant SecretariesSecretary, dated the date of the ClosingClosing Date, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, Notes and this Agreement and as to an attached copy of the Other AgreementsSupport Agreement.
Appears in 1 contract
Samples: Note Purchase Agreement (American Water Works Company, Inc.)
Secretary’s Certificates. The Company shall have delivered to you each of the Purchasers a certificate of its the Secretary or one of its Assistant Secretariesthe Company, dated the date Closing Date, attaching (i) correct and complete copies of the ClosingGoverning Documents then in effect, certifying as to (ii) correct and complete copies of all resolutions of the resolutions attached thereto and other proceedings Board of Directors of the Company relating to the authorizationTransactions, execution and delivery a certificate of good standing of the Notes, this Agreement and Company issued by the Other Agreementsapplicable Governmental Body no earlier than one Business Day before the Closing Date.
Appears in 1 contract
Samples: Securities Purchase Agreement (Xinyuan Real Estate Co LTD)
Secretary’s Certificates. The Company Each Obligor shall have delivered to you each Purchaser a certificate of its Secretary or one of its Assistant Secretaries, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, this Agreement and the Other AgreementsNotes.
Appears in 1 contract
Samples: Note Purchase Agreement (Burlington Coat Factory Warehouse Corp)
Secretary’s Certificates. The Each of the Company and the Guarantor shall have delivered to you such Purchaser a certificate of its Secretary or one of its Assistant Secretaries, Secretary dated the date of the Closing, certifying as to the resolutions attached thereto and other limited liability company or corporate, as applicable, proceedings relating to the authorization, execution and delivery of the Notes, Notes and this Agreement and the Other AgreementsAgreement.
Appears in 1 contract
Secretary’s Certificates. The Company shall have delivered to you such Purchaser a certificate of its Secretary or one of its Assistant SecretariesSecretary, dated the date of the Closing, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Notes, Notes and this Agreement and the Other AgreementsAgreement.
Appears in 1 contract
