Deliveries by EDS. At the Closing, EDS shall deliver to the Company and FPI a certificate of the Secretary or Assistant Secretary of EDS, dated the Closing Date, (i) setting forth resolutions of the Board of Directors and the Compensation and Benefits Committee of the Board of Directors of EDS authorizing the consummation of the transactions contemplated hereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date and (ii) attesting as to the incumbency and signature of each officer of EDS who shall execute this Agreement and any other Transaction Agreement.
