Common use of Certificate of Incorporation and By Clause in Contracts

Certificate of Incorporation and By. LAWS. The copies of the Parent's certificate of incorporation and by-laws, each as amended through the date of this Agreement (collectively, the "PARENT CHARTER DOCUMENTS") that are incorporated by reference in, as exhibits to, the Parent's Annual Report on Form 10-K for the year ended December 31, 1998, as amended by its filing on Form 10K/A (the "MIG FORM 10K"), and all comparable corporate organizational documents of the Parent Subsidiaries made available to the Company by the Parent are complete and correct copies of those documents. Except as set forth in Section 4.2 of the Parent Disclosure Letter, the Parent Charter Documents and all comparable corporate organizational documents of the Parent Subsidiaries are in full force and effect. The Parent is not in violation of any of the provisions of the Parent Charter Documents.