Common use of Deliveries of APP Clause in Contracts

Deliveries of APP. At or prior to the Closing Date, APP shall deliver to Seller the following, all of which shall be in a form satisfactory to Seller: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) the Consideration in accordance with Article IV hereof; (c) intentionally omitted; (d) intentionally omitted; (e) a certificate of the Secretary of Buyer certifying as to the incumbency of the officers of Buyer who have executed documents delivered at the Closing on behalf of; (f) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that APP and Buyer, respectively, are in existence, have paid all franchise or similar taxes, if any, and, if applicable, otherwise are in good standing to transact business in the state of Delaware and California, respectively; and (g) certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which Buyer and APP are qualified to do business, to the effect that Buyer and APP are qualified to do business and, if applicable, are in good standing as foreign corporations in such state.

Deliveries of APP. At or prior to the Closing Date, APP shall deliver to Seller the following, all of which shall be in a form satisfactory to Seller: (a) a copy of resolutions of the Board of Directors of APP authorizing the execution, delivery and performance of this Agreement, and all related documents and agreements, certified by APP's Secretary as being true and correct copies of the originals thereof subject to no modifications or amendments; (b) the Consideration Purchase Price in accordance with Article IV hereof; (c) intentionally omitted; (d) intentionally omitted; (e) a certificate of the Secretary of Buyer certifying as to the incumbency of the officers of Buyer who have executed documents delivered at the Closing on behalf ofof Buyer; (f) a certificate, dated within ten (10) days prior to the Closing Date, of the Secretary of State of Delaware establishing that APP and Buyer, respectively, are in existence, have paid all franchise or similar taxes, if any, and, if applicable, otherwise are in good standing to transact business in the state of Delaware and California, respectively; and (g) certificates (or photocopies thereof), dated within ten (10) days prior to the Closing Date, of the Secretaries of State of the states in which Buyer and APP are qualified to do business, to the effect that Buyer and APP are qualified to do business and, if applicable, are in good standing as foreign corporations in such state.