Certificates of Officers of NDC and NHIL Sample Clauses

Certificates of Officers of NDC and NHIL. Certificates of the Secretary or an Assistant Secretary of NDC and a Director of NHIL containing specimen signatures of the persons authorized to execute Credit Documents to which NDC or NHIL is a party on NDC’s and NHIL’s behalf or any other documents provided for herein or therein, together with (x) copies of resolutions of the Board of Directors or other appropriate body of NDC and NHIL authorizing the execution and delivery of the Credit Documents to which NDC or NHIL is a party, (y) copies of NHIL’s memorandum of association and articles of association and other publicly filed organizational documents in its jurisdiction of incorporation and copies of NDC’s bylaws, together with any other governing documents, if any, of NHIL and NDC and (z) a certificate of incorporation and a certificate of good standing from the appropriate governing agency of NDC’s and NHIL’s jurisdiction of incorporation;
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Related to Certificates of Officers of NDC and NHIL

  • Certificate of Officers Parent and Acquisition Corp. shall have delivered to the Company a certificate dated the Closing Date, executed on their behalf by their respective Presidents, certifying the satisfaction of the conditions specified in paragraphs (a), (b), and (c) of this Section 8.2.

  • Statements of Officers of the Company as to Default The Company will deliver to the Purchase Contract Agent, within 120 days after the end of each fiscal year of the Company (which as of the date hereof is December 31) ending after the date hereof, an Officers' Certificate (one of the signers of which shall be the principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions hereof, and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

  • Resignations of Officers and Directors The Sellers shall have delivered to Purchaser the resignations of all current officers and directors of the Company, effective as of the Closing Date.

  • Officers of Surviving Corporation The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Charter and the Surviving By-Laws.

  • Certificates of Stock Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporation by, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile.

  • Certificate of Officer The Acquiror Company will have delivered to the Company a certificate, dated the Closing Date, executed by an officer of the Acquiror Company, certifying the satisfaction of the conditions specified in Sections 10.1, 10.2, and 10.3 relating to the Acquiror Company.

  • Interests of Officers and Directors Except AS DISCLOSED HEREIN, None of the officers or directors of Buyer has any interest in any property, real or personal, tangible or intangible, including intellectual property, used in or developed by the business of Buyer, or in any supplier, distributor or customer of Buyer, or any other relationship, contract, agreement, arrangement or understanding with Buyer, except for the normal ownership interests of a shareholder and employee rights.

  • Officers of the Company The officers of the Company shall be a chairman and chief executive officer, one or more vice-chairmen, a president, one or more vice-presidents, a treasurer, a secretary, and such other officers as may be elected or appointed from time to time by the Management Committee. Any two or more offices may be held by the same person. Each officer shall hold office until his successor shall have been duly elected or until his death or until he shall resign or shall have been removed by the Management Committee. Election of an officer shall not of itself create contract rights.

  • Duties of Officers Generally The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware.

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

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