Common use of Resolutions Clause in Contracts

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser (or equivalent officer) of Seller), of the resolutions resolutions, duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by of the Purchaser's Supervisory Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Buyer, of the resolutions duly and validly adopted by the Board of Directors of Seller the Buyer evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.

Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Company, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by of the Purchaser's Supervisory Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser The Sellers shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Purchaser and the Purchaser Guarantor, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Purchaser Guarantor evidencing its their authorization of the execution and delivery of each of this Agreement and the Assumption Agreement to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby.

Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Sellers, of the resolutions duly and validly adopted by the Board of Directors or other governing body of Seller each of the Sellers evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby.

Resolutions. Purchaser The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser The Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, the Purchaser of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Purchaser as contemplated hereby and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Executive Committee of the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Seller may reasonably request evidencing Purchaser's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;; and

Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the Company resolutions duly and validly adopted by the Board of Directors of Seller the Company evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Company as contemplated hereby and the consummation of the transactions contemplated hereby;

Resolutions. The Purchaser shall have received a true and ----------- complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Seller and each Asset Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller and each Asset Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is to be a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser Parent and Buyer shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent similar officer) of Seller, Seller of the resolutions duly and validly adopted by the Board board of Directors directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser shall have received a true and complete copyprovide copies, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of resolutions of Purchaser’s board of directors authorizing the resolutions duly execution, delivery and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery performance of this Agreement and all other agreements, documents and instruments relating hereto and the consummation of the transactions contemplated hereby;in this Agreement, which certification shall recite that such resolutions have not been subsequently amended, modified or rescinded and are in full force and effect.

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Purchaser may reasonably request evidencing Seller's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors partners of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Purchaser may reasonably request evidencing Seller's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by a duly authorized officer of the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board board of Directors directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby; and

Resolutions. The Purchaser shall have received a true and complete copycopies, certified by the a Secretary or an Assistant Secretary (or equivalent officer) of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller and the shareholders of the Seller evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. The Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach Seller and the Seller Guarantor, of the resolutions duly and validly adopted by the Board of Directors of each Seller and the Seller Guarantor evidencing its their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser The Buyer shall have received a true and complete copy, certified by a director of the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.

Resolutions. Purchaser shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent similar officer) of Seller, Parent and Buyer of the resolutions duly and validly adopted by the Board board of Directors directors and stockholders of Seller Parent and Buyer evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser The Seller shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. The Purchaser shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerCompany's secretary, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution Seller's and the Subsidiary' board of directors and shareholders, authorizing the execution, delivery and performance of this the Agreement and the consummation transactions contemplated hereby by the Seller and the Subsidiary, and authorizing the signatory officers of the transactions contemplated hereby;Seller and the Subsidiary to execute this Agreement.

Resolutions. Purchaser The Seller's Representative shall have received a true and complete copy, certified by an officer of the Secretary or an Assistant Secretary (or equivalent officer) of SellerBuyer, of the resolutions duly and validly adopted by the Board of Directors of Seller the Buyer evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby.

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Purchaser The Sellers shall have received a true and complete copycopies, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellereach of the Purchaser and the Purchaser Guarantor, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Purchaser Guarantor evidencing its their authorization of the execution and delivery of each of this Agreement and the Assumption Agreement to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby; and

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. The Purchaser shall have received a true and ----------- complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of the Seller, of the resolutions duly and validly adopted by the Board of Directors of the Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. The Purchaser shall have received a true copies of resolutions of the directors and complete copyshareholders of the Seller approving this Agreement and the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;Seller.

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by a director of the Secretary or an Assistant Secretary (or equivalent officer) of SellerBuyer, of the resolutions duly and validly adopted by the Board of Directors of Seller the Buyer evidencing its authorization of the execution execution, delivery, and delivery performance of this Agreement and the consummation of the transactions contemplated hereby;Agreement.

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Executive Committee of the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and such other customary documents as Seller may reasonably request evidencing Purchaser's existence, good standing and authority to enter into this Agreement and consummate the transactions contemplated hereby;

Resolutions. Purchaser The Sellers shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) copies of Seller, of the resolutions duly and validly adopted by the Board governing body of Directors each Seller and of Seller each Seller's members or shareholders, as the case may be, evidencing its their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;, accompanied by a certificate of the Secretary or Assistant Secretary of such Seller, dated as of the Closing Date, stating that such resolutions were duly adopted and are in full force and effect.

Resolutions. Purchaser Seller shall have received a true and complete copy, ----------- certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;.

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, copy of the resolutions duly and validly adopted by of the Board of Directors of Seller evidencing its authorization of Purchaser, certified by Purchaser’s Secretary, authorizing the execution execution, delivery and delivery performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby;.

Resolutions. Purchaser The Seller shall have received a true and complete ----------- copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby;hereby and thereby; and

Resolutions. Purchaser The Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Sellerthe Purchaser and the Guarantor, of the resolutions duly and validly adopted by the Board of Directors of Seller the Purchaser and the Guarantor evidencing its authorization of the execution and delivery of this Agreement and the other agreements to be executed by the Purchaser as contemplated hereby and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;; and

Resolutions. Purchaser Sellers shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby;hereby and thereby; 55

Resolutions. The Purchaser shall have received a true and complete copy, certified by a duly authorized officer of the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated herebyhereby and thereby;

Resolutions. Purchaser shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of Seller, of the resolutions duly and validly adopted by the Board board of Directors directors of Seller evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

Resolutions. Purchaser Seller shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary (or equivalent officer) of SellerPurchaser and, to the extent applicable, AmTec, of the resolutions duly and validly adopted by the Board of Directors of Seller Purchaser and the Board of Directors of AmTec, as the case may be, evidencing its their respective authorization of the execution and delivery of this Agreement and the Registration Agreement, respectively, and the consummation of the transactions contemplated hereby;hereby or thereby.