Common use of DELIVERY OF CORPORATE DOCUMENTS Clause in Contracts

DELIVERY OF CORPORATE DOCUMENTS. The Company shall have delivered to the Purchaser the following for each of the Company and Overhill Ventures: (a) Copies of its charter as in effect as of the Effective Date, certified by the Secretary of State of its jurisdiction of incorporation, and its bylaws as in effect as of the Effective Date, certified by its Secretary as being in full force and effect as of the Effective Date; (b) A corporate good standing certificate and a good standing tax certificate, if available, from the Secretary of State of its state of incorporation or organization and the Franchise Tax Board of the 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 entity (including, with respect to the Company, California), in each case dated as of a recent practicable date prior to the Effective Date; (c) Resolutions of the Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of this Agreement and the other Investment Documents being executed and delivered in connection herewith and the consummation of the transactions contemplated thereby (including, in the case of the Company, the amendment and restatement of this Agreement), certified by its Secretary as being in full force and effect through the Effective Date; (d) Signature and incumbency certificates of its officers executing the documents referred to in clause (c) above and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith; and (e) Such other documents as the Purchaser may reasonably request.

DELIVERY OF CORPORATE DOCUMENTS. The Company shall have delivered to ------------------------------- the Purchaser the following for each of the Company and Overhill Venturesthe Guarantors: (a) Copies Certified copies of its charter as in effect as of the Effective Dateor similar organizational document, certified by the Secretary of State of its jurisdiction of incorporation, and its bylaws as in effect as of the Effective Date, certified by its Secretary as being in full force and effect as of the Effective Date; (b) A corporate together with a good standing certificate and a good standing tax certificate, if available, from the Secretary of State of its state of incorporation or organization and the Franchise Tax Board of the 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 entity (including, without limitation, with respect to the Company, California, Illinois, Pennsylvania, Texas and Washington), in each case dated as of a recent practicable date prior to the Effective Closing Date; (b) Copies of its bylaws or similar governing document as in effect on the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date; (c) Resolutions of the Board of Directors (or similar governing body) approving and authorizing the execution, delivery and performance of this Agreement Agreement, the Note, the Warrant and the other Investment Documents being executed and delivered in connection herewith and the consummation of the transactions contemplated thereby (includingto which it is a party, and, in the case of the Company, approving and authorizing the amendment execution, issuance, sale and restatement delivery of this Agreement)the Securities, certified by its Secretary as being in full force and effect through the Effective Closing Date; (d) With respect to the Company only, resolutions of the shareholders of the Company authorizing and approving the Amended Charter, the filing thereof with the Secretary of State of the State of Nevada and the amendments to the Bylaws of the Company; (e) Signature and incumbency certificates of its officers executing the documents referred to in clause (c) above and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith; and (ef) Such other documents as the Purchaser may reasonably request.