CERTIFICATES OF INCORPORATION AND BY. LAWS. Neither Parent nor Parent Sub is in violation of any of the provisions of its Certificate of Incorporation or By-Laws, respectively, in each case as amended or restated.
CERTIFICATES OF INCORPORATION AND BY. Laws; Corporate Records. HWI has delivered to the Lemmerz Shareholders a true, correct and complete copy of the certificate or articles of incorporation or association and the
CERTIFICATES OF INCORPORATION AND BY. Laws; Partnership Agreement. With respect to each Automotive Filter Company, the Seller has heretofore delivered to the Buyer true and complete copies of the Certificate of Incorporation (or any other substantially equivalent documentation which has been filed, in connection with the organization of any such Automotive Filter Company, with the governmental authorities of the jurisdiction in which any of such Automotive Filter Companies have been incorporated or organized) (such Certificate of Incorporation or substantially equivalent documentation being hereinafter referred to as "Incorporation Documents") and the By-Laws (or any other substantially equivalent documentation regulating the internal affairs of such Automotive Filter Company) (such By-Laws or substantially equivalent documentation being hereinafter referred to as the "By-Laws") as the same are in effect on and as of the date hereof, including all amendments and restatements thereto. In addition, except as set forth in Schedule 4.06 attached hereto, the Seller has heretofore made the minute books of each Automotive Filter Company available to the Buyer for inspection by the Buyer and its representatives. At Closing, Seller will deliver to Buyer the original minute books of each Automotive Filter Company, which shall be complete and contain all formal proceedings of the shareholders and directors of each such entity. The Seller has heretofore delivered to the Buyer true and complete copies of the certificate of partnership of Purodenso filed with the Secretary of State of the State of Delaware and the Purodenso Agreement and the equivalent organizational documents of Purolator India, to the extent they shall be in Seller's possession, as the same are in effect on and as of the date hereof, including all amendments and restatements thereto. There are no agreements or understandings with respect to the Purodenso Joint Venture and Purolator India to which Seller or any Automotive Filter Company is a party or any of their assets are bound other than as set forth in Schedule 4.06 of this Agreement.
CERTIFICATES OF INCORPORATION AND BY. Laws; Partnership Agreement. ---------------------------------------------------------------------- With respect to each Automotive Filter Company, the Seller has heretofore delivered to the Buyer true and complete copies of the Certificate of Incorporation (or any other substantially equivalent documentation which has been filed, in connection with the organization of any such Automotive Filter Company, with the governmental authorities of the jurisdiction in which any of such Automotive Filter Companies have been incorporated or organized) (such Certificate of Incorporation or substantially equivalent documentation being hereinafter referred to as "Incorporation Documents") and the By-Laws (or any other substantially equivalent documentation regulating the internal affairs of such Automotive Filter Company) (such By-Laws or substantially equivalent documentation being hereinafter referred to as the "By-Laws") as the same are in effect on and as of the date hereof, including all amendments and restatements thereto. In addition, except as set forth in Schedule 4.06 attached hereto, the Seller has heretofore made the minute books of each Automotive Filter Company available to the Buyer for inspection by the Buyer and its representatives. At Closing, Seller will deliver to Buyer the original minute books of each Automotive Filter Company, which shall be complete and contain all formal proceedings of the shareholders and directors of each such entity.
