Common use of DELIVERY OF CORPORATE DOCUMENTS Clause in Contracts

DELIVERY OF CORPORATE DOCUMENTS. The Company Parties shall have delivered to the Purchaser the following for each Company Party: (a) Certified copies of its charter, articles of organization or similar organizational documents as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (b) A good standing certificate and a tax good standing certificate, issued by the Secretary of State of its state of incorporation or organization and the taxing authority of such state, in each case dated as of the most recent practicable date prior to the Closing Date; (c) Good standing certificates from each jurisdiction in which it is required to be qualified to transact business as a foreign corporation or other entity, in each case dated as of the most recent practicable date prior to the Closing Date; (d) Copies of its bylaws, operating agreement or similar governing document as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (e) Resolutions of its Board of Directors (or similar governing body), approving and authorizing the execution, delivery and performance of this Agreement, the Note, the Warrants and the other Investment Documents to which it is a party, and, in the case of the Company, approving and authorizing the execution, issuance, sale and delivery of the Securities, certified by its Secretary as being in full force and effect as of the Closing Date; (f) Incumbency certificates of its officers who are authorized to execute, deliver and perform this Agreement, the other Investment Documents and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith; (g) Intentionally omitted; and (h) Such other documents as the Purchaser may request.

DELIVERY OF CORPORATE DOCUMENTS. The Company Parties and the Guarantors shall have delivered to the Purchaser the following for each of the Company Partyand the Guarantors: (a) Certified copies of its charter, articles of organization charter or similar organizational documents as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (b) A good standing certificate and a tax good standing certificate, issued by the Secretary of State of its state of incorporation or organization and the taxing authority of such stateorganization, in each case dated as of the most recent practicable date prior to the Closing Date; (c) Good standing certificates from each jurisdiction in which it is required to be qualified to transact business as a foreign corporation or other entity, in each case dated as of the most recent practicable date prior to the Closing Date; (d) Copies of its bylaws, operating agreement bylaws or similar governing document as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (e) Resolutions of its Board of Directors (or similar governing body), approving and authorizing the execution, delivery and performance of this Agreement, the Note, the Warrants Agreement and the other Investment Documents to which it is a party, and, in the case of the Company, and approving and authorizing the execution, issuance, sale and delivery of the SecuritiesNote, certified by its Secretary as being in full force and effect as of the Closing Date; (f) Incumbency certificates of its officers or general partners who are authorized to execute, deliver and perform this Agreement, the other Investment Documents and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith; (g) Intentionally omitted; and (hg) Such other documents as the Purchaser may reasonably request.

DELIVERY OF CORPORATE DOCUMENTS. The Company Parties shall have delivered to the Purchaser the following for each Company Party: (a) Certified copies of its charter, articles of organization charter or similar organizational documents as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (b) A good standing certificate and and, if available, a tax good standing tax certificate, issued by the Secretary of State or Corporate Commission, as the case may be, of its state of incorporation or organization and the taxing authority of such state, in each case dated as of the most a recent practicable date prior to the Closing Date; (c) Good Foreign good standing certificates from each jurisdiction in which it is required to be qualified to transact business as a foreign corporation or other entity, in each case dated as of the most a recent practicable date prior to the Closing Date; (d) Copies of its bylaws, operating agreement bylaws or similar governing document as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (e) Resolutions of its Board of Directors (or similar governing body), ) approving and authorizing the execution, delivery and performance of this Agreement, the NoteNotes, the Warrants Warrant and the other Investment Documents to which it is a party, and, in the case of the Company, approving and authorizing the execution, issuance, sale and delivery of the Securities, certified by its Secretary as being in full force and effect as of the Closing Date; (f) Incumbency certificates of its officers who are authorized to execute, deliver and perform this Agreement, the other Investment Documents and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith; (g) Intentionally omitted; and (hg) Such other documents as the Purchaser may request.

DELIVERY OF CORPORATE DOCUMENTS. The Company Parties shall have delivered to the Purchaser the following for each Company Partyof the Company, Overhill Ventures and TreeCon: (a) Certified copies Copies of its chartercharter as in effect as of the Effective Date, articles certified by the Secretary of organization or similar organizational documents State of its jurisdiction of incorporation, and its bylaws as amended through in effect as of the Closing Effective Date, certified by its Secretary as being in full force and effect as of the Closing DateEffective Date (it is understood and agreed that the charter and bylaws for the Company shall be in the respective forms of the Company Organizational Documents); (b) A corporate good standing certificate and a tax good standing tax certificate, issued by if available, from the Secretary of State of its state of incorporation or organization and the taxing authority of such state, in each case dated as Franchise Tax Board of the most recent practicable date prior to the Closing Date; (c) Good State of California or similar state taxing authority, and good standing certificates from each jurisdiction in which it is required to be qualified to transact business as a foreign corporation or other entityentity (including, with respect to the Company, California and Texas), in each case dated as of the most a recent practicable date prior to the Closing Effective Date; (d) Copies of its bylaws, operating agreement or similar governing document as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (ec) Resolutions of its the Board of Directors (or similar governing body), ) approving and authorizing the execution, delivery and performance of this Agreement, the Note, the Warrants Note and the other Investment Documents to which it is a party, andand the consummation of the transactions contemplated thereby (including, in the case of the Company, approving the amendment and authorizing restatement of this Agreement, the executionOriginal Note, issuancethe Original Warrant and the other Original Investment Documents and, sale and delivery in the case of TreeCon, the consummation of the SecuritiesSpin-Off and the declaration and payment of the related stock dividend), certified by its Secretary as being in full force and effect as of through the Closing Effective Date; (fd) Incumbency Signature and incumbency certificates of its officers who are authorized executing the documents referred to execute, deliver and perform this Agreement, the other Investment Documents in clause (c) above and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith; (g) Intentionally omitted; and (he) Such other documents as the Purchaser may reasonably request.