Corporate Documents of Buyer Sample Clauses

Corporate Documents of Buyer. Seller shall have received certificates of a director of Buyer: (i) attaching copies, certified by such director as true and complete, of resolutions of the board of directors of Buyer, authorizing and approving the execution, delivery and performance by Buyer of the Transaction Documents and the transactions contemplated herein and therein; (ii) setting forth the incumbency of the director of Buyer who have executed and delivered the Transaction Documents including therein a signature specimen of each director or directors; and (iii) attaching copies, certified by such director as true and complete, of a certificate of the appropriate Governmental Authority of Buyer’s jurisdiction of incorporation, stating that Buyer is in good standing under the laws of such jurisdiction of incorporation.
Sample 1
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Corporate Documents of Buyer. Prior to the Closing, Buyer shall deliver copies, reasonable satisfactory in form and substance to Seller and its counsel, of all such corporate documents of the Buyer as Seller and its counsel shall reasonably require, including, without limitation, a copy of the Buyer's Certificate of Incorporation.
Sample 1
Corporate Documents of Buyer. Each Buyer shall have delivered to Sellers ---------------------------- certificates of the Secretary or Assistant Secretary of such Buyer setting forth resolutions of such Buyer's board of directors or excerpts of minutes of meetings of such board of directors with respect to the approval of this Agreement and the Transaction Documents to which it is a party and transactions contemplated hereunder and thereunder, and the authorization of officers of Buyers to sign this Agreement and such Transaction Documents.
Sample 1

Related to Corporate Documents of Buyer

  • Corporate Documents The Administrative Agent shall have received:

  • Corporate Documents; Proceedings (a) On the Initial Borrowing Date, the Administrative Agent shall have received from each Credit Party a certificate, dated the Initial Borrowing Date, signed by an Authorized Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, in the form of Exhibit F with appropriate insertions, together with copies of the certificate of incorporation, by-laws or equivalent organizational documents of such Credit Party and the resolutions of such Credit Party referred to in such certificate and all of the foregoing (including each such certificate of incorporation, by-laws or other organizational document) shall be reasonably satisfactory to the Administrative Agent.

  • Corporate Documents; Proceedings; etc (a) On the Closing Date, the Administrative Agent shall have received a certificate from each Credit Party, dated the Closing Date, signed by a Responsible Officer of such Credit Party, and attested to by the Secretary or any Assistant Secretary of such Credit Party, in the form of Exhibit E with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or equivalent organizational documents), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate, and each of the foregoing shall be in form and substance reasonably satisfactory to the Administrative Agent.

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • COPIES OF CORPORATE DOCUMENTS The Fund will furnish the Manager promptly with properly certified or authenticated copies of amendments or supplements to its Articles of Incorporation or Bylaws. Also, the Fund will furnish the Manager financial and other corporate information as needed, and otherwise cooperate fully with the Manager in its efforts to carry out its duties and responsibilities under this Agreement.

  • DELIVERY OF CORPORATE DOCUMENTS Each of the parties to this Agreement represents that its execution does not violate any of the provisions of its respective charter, articles of incorporation, articles of association or bylaws and all required corporate action to authorize the execution and delivery of this Agreement has been taken. Each Fund has furnished the Custodian with copies, properly certified or authenticated, with all amendments or supplements thereto, of the following documents:

  • Organizational Documents of the Surviving Entity At the Effective Time, (a) the certificate of limited partnership of the Partnership as in effect immediately prior to the Effective Time shall remain unchanged and shall be the certificate of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with applicable Law, and (b) the Partnership Agreement as in effect immediately prior to the Effective Time shall remain unchanged and shall be the agreement of limited partnership of the Surviving Entity from and after the Effective Time, until duly amended in accordance with the terms thereof and applicable Law.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Accuracy of Incorporated Documents The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules thereunder, and none of the Incorporated Documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules thereunder, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Necessary Documents Buyer and Seller shall execute and deliver such other documents and instruments as may be reasonably necessary to complete the transaction contemplated by this Agreement.

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