Evidence of Corporate Authority. The Lessee shall have delivered to the Lessor certified resolutions of the board of directors of the Lessee and each Guarantor, duly authorizing the execution, delivery and performance of this Lease, the other Operative Documents to which the Lessee or either Guarantor is a party, and other satisfactory evidence as may be requested by Lessor that the Lessee and each Guarantor have taken all corporate action necessary to authorize the Operative Documents and the transactions contemplated hereby, together with an incumbency certificate as to the person or persons authorized to execute and deliver the same;
Evidence of Corporate Authority. The Buyer shall have delivered to the Company a certificate of the Secretary or an Assistant Secretary of the Buyer, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) complete and accurate copies of the Organizational Documents of the Buyer, (ii) the incumbency of the officers executing this Agreement and the Related Agreements to which the Buyer is a party on behalf of the Buyer and (iii) complete and accurate copies of resolutions of the Board of Directors (and, if applicable, the stockholders) of the Buyer authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of the Buyer in carrying out the terms and provisions hereof.
Evidence of Corporate Authority. The Seller shall have delivered to the Buyer a certificate of its Secretary, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyer, certifying as to and attaching (if applicable): (i) complete and accurate copies of its Organizational Documents, (ii) the incumbency of its officers executing this Agreement and the Related Agreements to which it is a party on its behalf and (iii) complete and accurate copies of resolutions of its Board of Directors and stockholders or members authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of its officers in carrying out the terms and provisions hereof and thereof.
Evidence of Corporate Authority. Buyer shall have delivered to the Seller a certificate of the Secretary of Buyer, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) complete and accurate copies of the Organizational Documents of Buyer, (ii) the incumbency of the officers executing this Agreement and the Related Agreements to which Buyer is a party on behalf of Buyer and (iii) complete and accurate copies of resolutions of the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of Buyer in carrying out the terms and provisions hereof.
Evidence of Corporate Authority. Seller shall have delivered (A) a certificate of the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, certifying as to (i) the attached true and correct copies of the Articles of Organization and by-laws of Seller, (ii) the incumbency of the officers executing this Agreement and the Related Agreements on behalf of Seller and (iii) the attached true and correct copies of resolutions of the board of directors and stockholders of Seller authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of Seller in carrying out the terms and provisions hereof; and (B) certificates of good standing from the Secretary of State of the Commonwealth of Massachusetts and of each jurisdiction in which it is qualified to do business as identified on Section 3.1(a) to the Disclosure Schedule dated within five (5) days of the Closing Date.
Evidence of Corporate Authority. Each Seller and Parent shall have delivered to Alloy and the Buyer a certificate of the Secretary or an Assistant Secretary of such party, dated as of the Closing Date, certifying as to and attaching (if applicable) (i) true and correct copies of the Certificate of Incorporation and by-laws of such party, (ii) the incumbency of the officers executing this Agreement on behalf such party and (iii) true and correct copies of resolutions of the Board of Directors and stockholders (if applicable) of such party authorizing and approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby, and the acts of the officers of such party in carrying out the terms and provisions hereof.
Evidence of Corporate Authority. 7 2.1.4. EVIDENCE OF INSURANCE ............................................ 7 2.1.5.
Evidence of Corporate Authority. Alloy shall have delivered (A) a certificate of the Secretary or an Assistant Secretary of Alloy, dated as of the Closing Date, certifying as to (i) the attached true and correct copies of the Certificates of Incorporation and bylaws of Alloy, (ii) the incumbency of the officers executing this Agreement and the Related Agreements on behalf of Alloy and (iii) the attached true and correct copies of resolutions of the board of directors and stockholders of Alloy authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of Alloy in carrying out the terms and provisions hereof; and (B) a certificate of good standing from the Secretary of State of Delaware dated within five (5) days of the Closing Date.
Evidence of Corporate Authority. DCI shall have delivered (A) a ------------------------------- certificate of the Secretary or an Assistant Secretary of DCI, dated as of the Closing Date, certifying as to (i) the attached true and correct copies of the Certificate of Incorporation and by-laws of DCI, (ii) the incumbency of the officers executing this Agreement and the Related Agreements on behalf of DCI and (iii) the attached true and correct copies of resolutions of the board of directors and Stockholders of DCI authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of DCI in carrying out the terms and provisions hereof; and (B) certificates of good standing from the Secretary of State of Indiana and of each jurisdiction in which it is qualified to do business as identified on Section 3.1(a) to the Disclosure Schedule dated within five (5) days of the Closing Date.
Evidence of Corporate Authority. Parent and Acquisition Sub shall have ------------------------------- delivered (A) a certificate of the Secretary or an Assistant Secretary of Parent and Acquisition Sub, dated as of the Closing Date, certifying as to (i) the attached true and correct copies of the Certificates of Incorporation and by- laws of Parent and Acquisition Sub, (ii) the incumbency of the officers executing this Agreement and the Related Agreements on behalf of Parent and Acquisition Sub and (iii) the attached true and correct copies of resolutions of the board of directors and Stockholders of Parent and Acquisition Sub authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated hereby and thereby, and the acts of the officers of Parent and Acquisition Sub in carrying out the terms and provisions hereof; and (B) certificates of good standing from the Secretary of State of Delaware dated within five (5) days of the Closing Date.
