Common use of Evidence of Corporate Authority Clause in Contracts

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 Buyer Company shall have delivered to Parent and the Company Buyer a certificate of the Secretary or an Assistant Secretary of the BuyerCompany, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent, certifying as to and attaching (if applicable): (i) complete and accurate copies of the Organizational Documents of the BuyerCompany, (ii) the incumbency of the officers executing this Agreement and the Related Agreements to which the Buyer Company is a party on behalf of the Buyer Company and (iii) complete and accurate copies of resolutions of the Board of Directors (and, if applicable, the stockholdersStockholder) of the Buyer Company authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated herebyhereby and thereby, and the acts of the officers of the Buyer Company in carrying out the terms and provisions hereofhereof and thereof.

Evidence of Corporate Authority. The Buyer Company shall have delivered to Parent and the Company Buyer a certificate of the Secretary or an Assistant Secretary of the BuyerCompany, dated as of the Closing Date, certifying as to and attaching (if applicable): (i) complete true and accurate correct copies of the Organizational Documents certificate of incorporation and by-laws of the BuyerCompany as in effect on the Closing Date, (ii) the incumbency of the officers executing this Agreement and the Related Agreements to which the Buyer Company is a party on behalf of the Buyer Company and (iii) complete true and accurate correct copies of resolutions of the Board of Directors (and, if applicable, the stockholders) and stockholders of the Buyer Company 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 Company in carrying out the terms and provisions hereof.

Evidence of Corporate Authority. The Buyer Each of the Seller and the Parent shall have delivered to the Company Buyer a certificate of the Secretary or an Assistant Secretary of the Buyerits Secretary, dated as of the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying as to and attaching (if applicable): (i) complete and accurate copies of the its Organizational Documents of the BuyerDocuments, (ii) the incumbency of the its officers executing this Agreement and the Related Agreements to which the Buyer it is a party on its behalf of the Buyer and (iii) complete and accurate copies of resolutions of the its Board of Directors (andand with respect to the Seller, if applicable, the stockholdersits sole stockholder) of the Buyer authorizing and approving the execution, delivery and performance of this Agreement and the Related Agreements and the transactions contemplated herebyhereby and thereby, and the acts of the its officers of the Buyer in carrying out the terms and provisions hereofhereof and thereof.