Seller’s Authority. Proof reasonably satisfactory to Title Company of Seller’s good standing and authority to enter into this transaction and proof of existence and authority of the general partner, manager, member, or officer of the Seller to act on behalf of Seller, which may include, as determined by the Title Company: (i) the certificate of incorporation or formation of Seller certified by the Secretary of State of the state in which Seller is formed or incorporated as of a recent date and by an officer of Seller, (ii) the bylaws or operating agreement of Seller, certified by an officer of Seller, (iii) a certificate of good standing as of a recent date for Seller from the Secretary of State of the state in which Seller is formed or incorporated. and (iv) a certificate of an officer from Seller certifying resolutions of the board of directors or members approving and authorizing the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Seller).
Appears in 6 contracts
Samples: Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.), Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)
