Common use of FOR TRUSTS Clause in Contracts

FOR TRUSTS.  Trustee’s(s’) Certificate from the aforesaid Trustee(s) that certifies that the  Documents must be executed by the President or Vice President and the Treasurer or Assistant Treasurer of Corporation. Alternatively, corporate resolutions which authorize the signatories on the documents must be obtained and recorded, together with a Clerk's Certificate of incumbency.  Certificate of Legal Existence from the Secretary of State evidencing the legal existence of Corporation.  If the proposed conveyance is all or substantially all of the assets of Corporation within the Commonwealth of Massachusetts, a corporate excise tax waiver pursuant to M.G.L. Ch. 62C, § 52 must be obtained and recorded.  If Corporation owns other assets in Massachusetts at the time of the conveyance, the following paragraph should be included in the deed in lieu of obtaining a corporate excise tax waiver:  If the proposed conveyance is a conveyance of all of the assets of the corporation, shareholders' resolutions authorizing the conveyance must be obtained.  Evidence of compliance with M.G.L. Chapter 180, § 8A regarding approval of proposed sale by stockholders and approval by the Massachusetts Attorney General.