Board Resolutions; Incumbency Certificates. A certificate of the ------------------------------------------ Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of the Board of Directors of such Person approving each Loan Document and Merger Document to which such Person is a party and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Person with respect to each Loan Document and Merger Document to which such Person is a party and (iii) the names and signatures of the officers of each such Person authorized to act with respect to each Loan Document and Merger Document executed by it, upon which certificate the Agent and each Lender may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of such Person canceling or amending such prior certificate;
Board Resolutions; Incumbency Certificates. Purchaser shall have received from Seller certified resolutions of Seller's Board of Directors authorizing the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, and certificates as to incumbency and signatures of officers authorized to execute this Agreement and the Related Agreements.
Board Resolutions; Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of the Board of Directors of such Loan Party approving each Loan Document to which such Loan Party is a party and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each Loan Party with respect to each Loan Document and (iii) the names and signatures of the officers authorized to act with respect to each Loan Document executed by it, upon which certificate the Agent and each Lender may conclusively rely until they shall have received a further certificate of the Secretary or Assistant Secretary of such Loan Party canceling or amending such prior certificate;
Board Resolutions; Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of each Guarantor certifying (i) the resolutions of the Board of Directors of such Guarantor approving and authorizing the execution, delivery and performance by such Guarantor of each Loan Document to which such Guarantor is a party, and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Guarantor with respect to each Loan Document to which such Guarantor is a party and (iii) the names and true signatures of the duly authorized officers of such Guarantor (which signatures may be either original or facsimile signatures) authorized to execute, deliver and perform with respect to each Loan Documents to which such Guarantor is a party;
Board Resolutions; Incumbency Certificates. SELLER shall have received from BUYER copies of (a) the resolution of the Governing Board of BUYER authorizing the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, certified by the appropriate officer of BUYER (the “BUYER’s Approval”), and (b) a certificate as to incumbency and signatures of officers authorized to execute this Agreement and the Related Agreements, and (c) a certificate dated as of the Closing Date and validly executed by an appropriate officer certifying that the conditions specified in Section 7.c.iv. have been satisfied.
Board Resolutions; Incumbency Certificates. BUYER shall have received from each SELLER copies of (a) within forty-five (45) days after Validation, resolutions of (i) the Board of Directors (or comparable authoritative body) of such SELLER, and (ii) solely if SELLER determines that it will seek stockholder approval, the stockholders of such SELLER, authorizing the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, certified by the appropriate officer of each SELLER, and (b) a certificate as to incumbency and signatures of officers authorized to execute this Agreement and the Related Agreements, and (c) a certificate dated as of the Closing Date and validly executed by an appropriate officer certifying that the conditions specified in Section
Board Resolutions; Incumbency Certificates. A certificate of a Responsible Officer of the Borrower certifying (i) the resolutions of the Borrower’s Board of Directors approving and authorizing the execution, delivery and performance by the Borrower of each Loan Document to which it is a party, and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by the Borrower with respect to each Loan Document to which the Borrower is a party and (iii) the names and true signatures of the duly authorized officers of the Borrower (which signatures may be either original or facsimile signatures) authorized to execute, deliver and perform with respect to each Loan Documents to which the Borrower is party;
Board Resolutions; Incumbency Certificates. A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of the Board of Directors of such Loan Party approving and authorizing the execution, delivery and performance by such Loan Party of each Loan Document to which such Loan Party is a party, and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each such Loan Party with respect to each Loan Document to which such Loan Party is a party and (iii) the names and true signatures of the duly authorized officers of such Loan Party (which signatures may be either original or facsimile signatures) authorized to execute, deliver and perform with respect to each Loan Documents to which such Loan Party;
Board Resolutions; Incumbency Certificates. Purchaser shall have received from Seller certified resolutions or unanimous consents of Seller's Board of Directors authorizing the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and certificates as to incumbency and signatures of officers authorized to execute this Agreement.
Board Resolutions; Incumbency Certificates. A certificate of ------------------------------------------ the Secretary or an Assistant Secretary of each Corporate Loan Party certifying (i) the resolutions of the Board of Directors of such Corporate Loan Party approving each Loan Document to which such Corporate Loan Party is a party and the transactions contemplated thereby, and in the case of Borrower and Merger Co. the Tender Offer, the Merger Agreement, and the transactions contemplated hereby and thereby, (ii) all documents evidencing other necessary corporate action, if any, by each Corporate Loan Party, with respect to each Loan Document, the Tender Offer, the Merger Agreement, and the Merger, and (iii) the names and signatures of the officers authorized to act with respect to each Loan Document executed by it.
