Authorizing Resolutions. Seller shall have furnished Buyer a copy, certified by an officer of Seller, of the duly adopted resolutions of the shareholders and the directors of Seller approving this Agreement and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Authorizing Resolutions. Buyer shall have furnished Seller a copy, certified by a manager of Buyer, of the duly adopted resolutions of the Board of Directors of Buyer approving this Agreement and authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Resolutions adopted by the board of directors of the Seller, authorizing it to execute and deliver this Agreement and to perform its obligations hereunder and authorizing the Transactions certified by an officer or manager of each Seller;

a copy of all resolutions adopted by the board of directors (or other similar governing body) of the Seller, authorizing the execution delivery and performance of this Agreement and the consummation of the transactions contemplated hereby;