Managing Member’s Certificate Sample Clauses

Managing Member’s Certificate. Seller shall have delivered to Buyer at the Closing a Managing Member's certificate and incumbency certificate, together with a copy of the following documents, certifying that such documents are a true and correct copy thereof as of the Closing Date: (i) Seller's Articles of Organization, as then in effect; (ii) Seller's Operating Agreement, as then in effect; and (iii) the resolutions, if any, of Seller's Managing Members approving the transactions contemplated by this Agreement.

Managing Member’s Certificate. The Managing Member of the Company shall deliver to Hercules at the Closing a certificate certifying: (i) that attached thereto is a true and complete copy of the Company's Certificate of Formation (including all amendments thereto) as in effect at the Closing; (ii) that attached thereto is a true and complete copy of the Operating Agreement of the Company; (iii) that attached thereto is a true and complete copy of all resolutions duly adopted by the Board of Managers of the Company (x) authorizing the execution, delivery and performance of this Agreement, (y) authorizing the consummation of the transactions contemplated hereby and (z) directing the submission of the Exchange to a vote, and that such resolutions have not been amended or modified and are in full force and effect; and (iv) that attached thereto is a true and complete copy of all resolutions duly adopted by the Company Members approving the Exchange and the transactions contemplated hereby and that such resolutions have not been amended or modified and are in full force and effect.

Managing Member’s Certificate. All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions will have been approved by counsel to Buyer, and Buyer will have received a certificate of the Managing Member of the Company, substantially in the form attached as Exhibit H, as to the authenticity and effectiveness of the actions of the officers of the Company authorizing the sale of the Membership Interests and the other transactions contemplated by this Agreement and the other Transaction Documents to which the Seller is a party, and such other documents as are reasonably specified by counsel to Buyer. Copies of (a) the Company's organizational documents, (b) operating agreement, as certified by the Managing Member of the Company, and (c) resolutions of the Company's members relating to the transactions contemplated by this Agreement and the Transaction Documents will be attached to such certificate.

Managing Member’s Certificate. The Company shall have delivered a certificate, dated as of the Closing Date, signed by the Managing Members of the Company, (a) attaching copies of the Organizational Documents, and any amendments thereto, of the Company, (b) certifying that attached thereto are true, correct and complete copies of actions by written consent or resolutions duly adopted by the Members of the Company which adopt this Agreement and any Member Related Agreement and authorize and approve the execution, delivery and performance of this Agreement and each Member Related Agreement and the consummation of the transactions contemplated by this Agreement and the Member Related Agreements, (c) certifying the good standing (or equivalent status in the relevant jurisdiction) of the Company in its jurisdiction of incorporation or organization and in each other jurisdiction where it is qualified to do business (or equivalent status in the relevant jurisdiction) and that there are no proceedings for the dissolution or liquidation of the Company, and (d) certifying the incumbency, signature and authority of the officers of the Company authorized to execute, deliver and perform this Agreement and all other documents, instruments or agreements related thereto executed or to be executed by the Company.

Managing Member’s Certificate. CHF shall have received a certificate of the Managing Member of each Relevant Company, in each case, substantially in the form of Exhibit L hereto, with respect to (i) the certificate of formation and limited liability company operating agreement of each Relevant Company, (ii) the consent of the members of each Relevant Company approving the Ancillary Agreements, if any, to which it is a party and the other documents to be delivered by it under such Ancillary Agreements and the performance of the obligations of such Relevant Company thereunder, and (iii) the names and true signatures of the Persons authorized on behalf of such Relevant Company to sign such Ancillary Agreements, if any, to which it is a party and the other documents to be delivered by it thereunder.

Managing Member’s Certificate. A certificate of a managing member of the manager of Seller, certifying as to and attaching: (i) Seller’s limited liability company agreement (excluding signature pages, schedules of members, capitalization information and amendments that do not affect the governance of Seller), (ii) the resolutions of the manager of Seller authorizing the execution and delivery of this Agreement and the transactions contemplated hereby, and (iii) the incumbency of the managing member of the manager of Seller authorized to execute this Agreement on behalf of Seller.