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

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

Appears in 2 contracts

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

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

Appears in 1 contract

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

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