Common use of Secretaries' Certificate Clause in Contracts

Secretaries' Certificate. Standard shall have furnished to TCF (i) copies of the text of the resolutions by which the corporate action on the part of Standard and the Standard Subsidiaries necessary to approve this Agreement, the Articles of Merger and the transactions contemplated hereby and thereby were taken, (ii) certificates dated as of the Effective Date executed on behalf of Standard by its corporate secretary or one of its assistant corporate secretaries certifying to TCF that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded and (iii) an incumbency certificate dated as of the Effective Date executed on behalf of Standard by its corporate secretary or one of its assistant corporate secretaries certifying the signature and office of each officer executing this Agreement, the Articles of Merger or any other agreement, certificate or other instrument executed pursuant hereto or thereto.