Common use of Certificate of Secretary of Borrower Clause in Contracts

Certificate of Secretary of Borrower. On the Additional Bridge Closing Date, the Collateral Agent shall have received a certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing any document in connection with the transactions contemplated hereby and certifying that attached thereto is (i) a true and complete copy of the certificate of incorporation of the Borrower, and all amendments thereto including the Certificate of Designations of the Series A-1 Preferred Stock, certified by the appropriate Governmental Authority in its jurisdiction of incorporation; (ii) EXHIBIT 10.53 a true and complete copy of the certificate of incorporation of CIC Acquisition Corp., a Delaware corporation, and all amendments thereto, certified by the appropriate Governmental Authority in its jurisdiction of incorporation, and a true and complete copy of the joint venture agreement of Communication Intelligence Computer Corporation, Ltd., and all amendments thereto, which is in full force and effect on the date hereof; (iii) a true and complete copy of the bylaws of the Borrower as in effect on the date of such certification; (iv) a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing borrowing of the Bridge Loans made on the date hereof, the execution, delivery and performance of this Amendment No. 3, the Registration Rights Agreement Amendment, and the other documents relating hereto or thereto; (v) a true and complete copy of each of the Borrower's insurance policies, as in effect on the date of such certification; and (vi) true, complete and correct copies of certificates of insurance for each of the Borrower's insurance policies each showing the Collateral Agent as an additional insured and/or loss payee, other than its directors and officers insurance policy.

Certificate of Secretary of Borrower. On the Additional Bridge Closing Date, the he Collateral Agent shall have received a certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing any document in connection with the transactions contemplated hereby and certifying that attached thereto is (i) a true and complete copy of the certificate of incorporation of the Borrower, and all amendments thereto including the Certificate of Designations of the Series A-1 A Preferred Stock, certified by the appropriate Governmental Authority in its jurisdiction of incorporation; (ii) EXHIBIT 10.53 a true and complete copy of the certificate of incorporation of CIC Acquisition Corp., a Delaware corporation, and all amendments thereto, certified by the appropriate Governmental Authority in its jurisdiction of incorporation, and a true and complete copy of the joint venture agreement articles of association of Communication Intelligence Computer Corporation, Ltd., and all amendments thereto, as on file as of the date hereof in the People's Republic of China and which is in full force and effect on the date hereof; (iii) a true and complete copy of the bylaws of the Borrower as in effect on the date of such certification; (iv) a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing borrowing of the Bridge Loans made on the date hereof, the execution, delivery and performance of this Amendment No. 3Agreement, the Registration Rights Agreement Amendment, the replacement Notes and Initial Warrants issued pursuant to Section 5.1 hereof, the Agent Warrants, and the other documents relating hereto or thereto; (v) a true and complete copy of each of the Borrower's insurance policies, as in effect on the date of such certification; and (vi) true, complete and correct copies of certificates of insurance for each of the Borrower's insurance policies policies, except for its directors and officers insurance policy, each showing the Collateral Agent as an additional insured and/or loss payee, other than its directors and officers insurance policy.

Certificate of Secretary of Borrower. On the Additional Initial Bridge Closing Date, the Collateral Agent shall have received a certificate of the secretary or assistant secretary of the Borrower certifying as to the incumbency and genuineness of the signature of each officer of the Borrower executing any document in connection with the transactions contemplated hereby and certifying that attached thereto is (i) a true and complete copy of the certificate of incorporation of the Borrower, and all amendments thereto including the Certificate of Designations of the Series A-1 A Preferred Stock, certified by the appropriate Governmental Authority in its jurisdiction of incorporation; (ii) EXHIBIT 10.53 a true and complete copy of the certificate of incorporation of CIC Acquisition Corp., a Delaware corporation, and all amendments thereto, certified by the appropriate Governmental Authority in its jurisdiction of incorporation, and a true and complete copy of the joint venture agreement articles of association of Communication Intelligence Computer Corporation, Ltd., and all amendments thereto, as on file as of the date hereof in the People's Republic of China and which is in full force and effect on the date hereof; (iii) a true and complete copy of the bylaws of the Borrower as in effect on the date of such certification; (iv) a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing borrowing of the Bridge Loans made on the date hereof, the execution, delivery and performance of this Amendment No. 32, the Registration Rights Agreement Amendment, and the other documents relating hereto or thereto; (v) a true and complete copy of each of the Borrower's insurance policies, as in effect on the date of such certification; and (vi) true, complete and correct copies of certificates of insurance for each of the Borrower's insurance policies each showing the Collateral Agent as an additional insured and/or loss payee, other than its directors and officers insurance policy.. On each Subsequent Bridge Closing Date, the Collateral Agent shall have received a certificate of the secretary or assistant secretary of the Borrower certifying that since the Initial Bridge Closing Date (i) the certificate of incorporation of the Borrower, and all amendments thereto including the Certificate of Designations of the Series A Preferred Stock has not been amended, modified or cancelled and is in full force and effect; (ii) the certificate of incorporation of CIC Acquisition Corp., and all amendments thereto, and the articles of association of Communication Intelligence Computer Corporation, Ltd., and all amendments thereto, have not been amended, modified or cancelled and are in full force and effect; (iii) the bylaws of the Borrower have not been amended, modified or cancelled and are in full force and effect; (iv) the resolutions duly adopted by the Board of Directors of the Borrower authorizing borrowing of the Bridge Loans made on the date hereof, the execution, delivery and performance of this Amendment No. 2, the Registration Rights Agreement Amendment, and the other documents relating hereto or thereto have not been amended or modified and remain in full force and effect; (v) the Borrower's insurance policies have not been amended, modified or cancelled and are in full force and effect; and (vi) certificates of insurance for each of the Borrower's insurance policies each showing the Collateral Agent as an additional insured and/or loss payee, other than its directors and officers insurance policy, have not been amended, modified or cancelled and are in full force and effect. EXHIBIT 10.49