Common use of Certified Resolutions Clause in Contracts

Certified Resolutions. Seller shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a certificate of --------------------- certificate executed by the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the respective boards of Directors directors of each of Image and Maxim, approving and authorizing this Agreement each Acquisition Document and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Buyer shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser the Company containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of the Company, approving and authorizing this Agreement and each of the other Acquisition Documents Document to which Purchaser the Company is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser the Company shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from Purchaser a --------------------- certificate executed by of the Secretary of Purchaser containing a true and correct copy of the resolutions duly adopted by the [managers] of Purchaser's Board of Directors , approving and authorizing this Agreement the Purchaser Transaction Agreements and each of the other Acquisition Documents to which Purchaser is a party and each consummation of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board of Directors the Seller, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors and shareholders of Seller, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each consummation of the transactions contemplated therebyhereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser each Shareholder containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors (or similar governing body) of such Shareholder, approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser such Shareholder is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser each Shareholder shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's its Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of Seller, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each consummation of the transactions contemplated therebyhereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's ’s Board of Directors approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a certificate of --------------------- certificate executed by the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of Seller approving and authorizing this Agreement each Acquisition Document and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify hereby and thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors approving and authorizing this Agreement each Acquisition Document and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify hereby and thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Shareholders shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's Board ’s board of Directors directors (or similar governing body) approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors and Shareholder of Seller, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each consummation of the transactions contemplated therebyhereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of Seller approving and authorizing this Agreement each Acquisition Document and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify hereby and thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from --------------------- Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser Issuer containing a true and correct copy of the resolutions duly adopted by Purchaser's the Board of Directors of Issuer, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated therebyAgreement. The Secretary or Assistant Secretary of Purchaser Issuer shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser each Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors approving and authorizing this Agreement and directors or other governing body, as applicable, of such Seller, designating an officer of each Seller to execute each of the other Acquisition Documents to which Purchaser such Seller is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser such Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser --------------------- Seller a --------------------- certificate executed by the Secretary of Purchaser or Assistant Secretary thereof containing a true and correct copy copies of resolutions duly adopted by PurchaserSeller's Board board of Directors directors approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser it is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from Purchaser a --------------------- ---------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller (a) Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of Seller, approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser Seller is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Sellers shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's ’s Board of Directors approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of Seller, approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser Seller is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchaser shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board the board of Directors directors of Seller, approving and authorizing this Agreement each Acquisition Document and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Shareholder shall have received from Purchaser a --------------------- certificate executed by the Secretary of Purchaser containing a true and correct copy of resolutions duly adopted by Purchaser's ’s Board of Directors approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from --------------------- Purchaser a --------------------- certificate certificates executed by the Secretary of Purchaser or Assistant Secretary thereof containing a true and correct copy copies of resolutions duly adopted by Purchaser's Board board of Directors directors approving and authorizing this Agreement and each of the other Acquisition Purchase Documents to which Purchaser it is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Sellers shall have received from Purchaser a --------------------- certificate certificates executed by the Secretary of Purchaser or Assistant Secretary thereof containing a true and correct copy copies of resolutions duly adopted by Purchaser's Board board of Directors directors approving and authorizing this Agreement and each of the other Acquisition Documents Purchaser Transaction Agreements to which Purchaser it is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser and New Operator containing a true and correct copy of the resolutions duly adopted by Purchaser's Board of Directors Purchaser and New Operator, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser and of New Operator shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.

Certified Resolutions. Seller Purchase shall have received from Purchaser a --------------------- certificate executed by of the Secretary or Assistant Secretary of Purchaser Seller containing a true and correct copy of the resolutions duly adopted by Purchaser's Board of Directors the Seller, approving and authorizing this Agreement and each of the other Acquisition Documents to which Purchaser is a party Interim Services Agreement and each of the transactions contemplated hereby and thereby. The Secretary or Assistant Secretary of Purchaser Seller shall also certify that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect.