Common use of DELIVERY OF CORPORATE DOCUMENTS Clause in Contracts

DELIVERY OF CORPORATE DOCUMENTS. The Issuers shall have delivered to the Purchaser the following for each Company Party and Subsidiary: (a) A copy of its articles or certificate of incorporation or constitutive documents, as amended through the Closing Date, certified as of a recent practicable date by the Secretary of State or other appropriate official of the state of its incorporation; (b) A certificate as to the good standing (and a certificate as to the tax good standing, if available) from the Secretary of State or other official from the state of its incorporation (and the taxing authority), in each case dated as of a recent practicable date; (c) A certificate as to the good standing (and a certificate as to the tax good standing, if available) from the Secretary of State or other official from each state in which it is qualified to do business, in each case dated as of the most recent practicable date; (d) A certificate of its Secretary, dated as of the Closing Date and in form and substance satisfactory to the Purchaser, certifying as to (i) its Bylaws; (ii) the resolutions adopted by such Person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Note, the Warrant, the Guaranties and the other Investment Documents to which it is a party (including, without limitation and with respect to Parent, the reservation for issuance of Parent Common Stock upon exercise of the Warrant); and (iii) the incumbency of such Person's officers executing this Agreement, the Note and the other Investment Documents; and (e) Such other documents as the Purchaser may reasonably request.

DELIVERY OF CORPORATE DOCUMENTS. The Issuers Catalina Entities shall have delivered to the Purchaser the following for each Company Party and Subsidiaryfollowing: (a) A a copy of its the Company's articles or certificate of incorporation or constitutive documents, as amended through the Closing Date, certified as of a recent practicable date by the Secretary of State or other appropriate official of the state or jurisdiction of its incorporationincorporation or organization; (b) A a certificate as to the good standing (and a certificate as to the tax good standing, if available) from the Secretary of State or other official from the state of its each Catalina Entity's incorporation (and the taxing authority), in each case dated as of a recent practicable date; (c) A a certificate as to the good standing (and a certificate as to the tax good standing, if available) from the Secretary of State or other official from each state in which it each Catalina Entity is qualified to do business, in each case dated as of the most recent practicable date; (d) A a certificate of its the Company's Secretary, dated as of the Closing Date and in form and substance satisfactory to the Purchaser, certifying as to (i) its Bylaws; (ii) the resolutions adopted by such Person's Board of Directors authorizing the execution, delivery and performance of this Agreement, the Note, the Warrant, the Guaranties Guarantees, the Collateral Documents and the other Investment Documents to which it is a party (including, without limitation and with respect to Parentlimitation, the reservation for issuance of Parent Company Common Stock upon exercise of the Warrant); and (iii) the incumbency of such Person's officers executing this Agreement, the Note and the other Investment Documents; (e) evidence that the Company has redeemed the shareholder rights plan; and (ef) Such such other documents as the Purchaser may reasonably request.