Common use of Certificate of Secretary Clause in Contracts

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate Articles of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub Sub, and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyerand Buyer Sub’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub Sub, and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyer’s Articles Certificate of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s 's Certificate of Incorporation, Buyer’s 's Articles of Incorporation and Buyer Sub’s 's Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyer’s Articles Certificate of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.. -20-

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate Memorandum of Incorporation and Articles of IncorporationAssociation, respectively, (ii) certifying the bylaws of Parent, Buyer and the Articles of Association of Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub Sub, and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyer’s Articles of Incorporation Amendment and Restatement and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation 's and Buyer Sub’s 's Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and Sub, (ivvi) certifying the resolutions of the stockholder of Buyer Sub and (v) attesting to the incumbency of the officers of Buyer and Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyer’s Articles Certificate of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder of Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying Parent’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws of Parent, Buyer and Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and Sub, (ivvi) certifying the resolutions of the stockholder of Buyer Sub and (v) attesting to the incumbency of the officers of Buyer and Buyer Sub.

Certificate of Secretary. The Company will have received from the corporate secretary of each of Parent, Buyer and Buyer Sub a certificate (i) certifying ParentBuyer’s Certificate of Incorporation, Buyer’s Articles of Incorporation and Buyer Sub’s Certificate of Incorporation and Articles of Incorporation, respectively, (ii) certifying the bylaws Bylaws of Parent, Buyer and the Bylaws of Buyer Sub, (iii) certifying the resolutions of the board of directors of Parent, Buyer and Buyer Sub and (iv) certifying the resolutions of the stockholder Seller of Buyer Sub.