Common use of Certificate as to Authorization Clause in Contracts

Certificate as to Authorization. Buyer shall have received a certificate of the Secretary or an Assistant Secretary of each Seller, dated the Closing Date, setting forth resolutions of the Boards of Directors of each Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gibraltar Industries, Inc.)

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Certificate as to Authorization. Buyer shall have received a --------------------------------------- certificate of the Secretary or an Assistant Secretary of each Seller, dated the Closing Date, setting forth resolutions of the Boards of Directors of each Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and certifying that approval by Seller's shareholders is not required, or has been obtained, in connection with this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Mark Iv Industries Inc)

Certificate as to Authorization. The Buyer shall have received a certificate of the Secretary or an Assistant Secretary Manager of each the Seller, dated the Closing Date, setting forth resolutions of the Boards Manager and/or Members of Directors of each the Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gibraltar Industries, Inc.)

Certificate as to Authorization. Buyer shall have received a certificate of the Secretary or an Assistant Secretary of each Seller, dated the Closing Date, setting forth resolutions of the Boards of Directors of each Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and certifying that approval by Seller's shareholders is not required, or has been obtained, in connection with this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Arvin Industries Inc)

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Certificate as to Authorization. Buyer shall have received a certificate of the Secretary or an Assistant Secretary of each Seller, dated of the Closing DateSellers, setting forth resolutions of the Boards of Directors of each such Seller authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, and certifying that approval by the shareholders of each such Seller is not required, or has been obtained, in connection with this Agreement or the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Clarcor Inc)

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