Common use of Secretary’s Certificate; Resolutions Clause in Contracts

Secretary’s Certificate; Resolutions. The secretary or other officer of Buyer has delivered or shall deliver to Seller a certificate, dated as of the Effective Date, and to the effect that all action required to authorize and direct the execution and performance of this Agreement and any other agreement or instrument of conveyance provided for herein has been taken; and that all such action so taken remains in effect without modification or revocation. There shall be attached to such certificate a true and complete copy of the resolutions adopted by the members of Buyer authorizing such actions.

Appears in 3 contracts

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc), Asset Purchase Agreement (New Horizons Worldwide Inc), Assignment and Assumption Agreement (New Horizons Worldwide Inc)

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Secretary’s Certificate; Resolutions. The secretary or other officer of Buyer has delivered or shall deliver have delivered to Seller a certificate, dated as of the Effective Date, and to the effect that all action required to authorize and direct the execution and performance of this Agreement and any other agreement or instrument of conveyance provided for herein has been taken; and that all such action so taken remains in effect without modification or revocation. There shall be attached to such certificate a true and complete copy of the resolutions adopted by the members of Buyer authorizing such actions.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (New Horizons Worldwide Inc), Assignment and Assumption Agreement (New Horizons Worldwide Inc)

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Secretary’s Certificate; Resolutions. The secretary or other officer of Buyer has delivered or shall deliver have delivered to Seller a certificate, dated as of the Effective Date, and to the effect that all action required to authorize and direct the execution and performance of this Agreement and any other agreement or instrument of conveyance provided for herein has been taken; and that all such action so taken remains in effect without modification or revocation. There shall be attached to such certificate a true and complete copy of the resolutions adopted by the members sole shareholder of Buyer authorizing such actions.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (New Horizons Worldwide Inc)

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