Seller’s Closing Certificate. At the Closing, Seller shall deliver to Buyer a certificate of the Secretary or another officer of Seller, dated the Closing Date, certifying as to # the incumbency of the officers of Seller executing the Transaction Documents and # the attached copies of Seller’s organizational documents and resolutions adopted by Seller’s Board of Directors authorizing the execution and delivery by Seller of the Transaction Documents and the consummation by Seller of the transactions contemplated thereby.
Buyer’s Closing Certificate. At the Closing, Buyer shall deliver to Seller a certificate of the Secretary or another officer of Buyer, dated the Closing Date, certifying as to the incumbency of the officer of Buyer executing the Transaction Documents.
On or prior to the Closing, Seller shall have delivered or caused to be delivered to Buyer a certificate executed by the secretary or an assistant secretary of Seller, as applicable, dated as of the Closing Date, certifying # the effectiveness of the resolutions of Sellers general partner approving execution and delivery of this Agreement and the documents and instruments delivered hereunder and the transactions contemplated hereby and thereby and # the incumbency and signatures of each officers of Seller (or its general partner) executing any such document or instrument.
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