Resolutions of Buyer. Buyer shall have delivered to Seller resolutions of the board of directors of Buyer, certified by the Secretary of Xxxxx, approving and authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.
Resolutions of Buyer. A certificate of an officer of Buyer, dated the Closing Date, which attaches and certifies the resolutions of the Board of Directors of Buyer authorizing and approving the execution, delivery and performance of this Agreement, all other Transaction Agreements, and the consummation of the Transactions, and certifying as to the incumbency of each person executing (as a corporate officer or otherwise) any document executed by Buyer and delivered to Sellers pursuant to this Agreement, together with a good standing certificate issued by the state of formation of Buyer dated within fifteen days of the Closing Date;
