Common use of Evidence of Corporate Action Clause in Contracts

Evidence of Corporate Action. The Administrative Agent, for each of the Lenders, shall have received the following: (i) a copy of the Articles of Incorporation of the Borrower, as in effect on the Effective Date, certified by the Secretary of State of Minnesota, and a certificate from such Secretary of State as to the good standing of the Borrower, in each case as of a date reasonably close to the Effective Date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the various Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and signature of each officer executing this Agreement or any document delivered in connection herewith on behalf of the Borrower; and (iii) copies of a certificate of the Secretary or Assistant Secretary of each of the Subsidiaries that is a party to any Security Document, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Subsidiary authorizing the execution, delivery and performance of each such Security Document, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (B) as to the incumbency and signature of each officer executing each such Security Document or any document delivered in connection with this Agreement or any such Security Document on behalf of such Subsidiary.

Evidence of Corporate Action. The Administrative Agent, for each of the Lenders, shall have received the following: (i) a copy of the Articles of Incorporation of the Borrower, as in effect on the Effective Date, certified by the Secretary of State of Minnesota, and a certificate from such Secretary of State as to the good standing of the Borrower, in each case as of a date reasonably close to the Effective Date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the various Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and signature of each officer executing this Agreement or any document delivered in connection herewith on behalf of the Borrower; (iii) a copy of the Articles of Incorporation or other governing document of each of the Subsidiaries that is a party to any Guaranty Document, as in effect on the Effective Date, certified by the Secretary of State of the jurisdiction of its incorporation or formation, and a certificate from each such Secretary of State as to the good standing of such Subsidiary, in each case as of a date reasonably close to the Effective Date; and (iiiiv) copies of a certificate of the Secretary or Assistant Secretary of each of the Subsidiaries that is a party to any Security Guaranty Document, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Subsidiary authorizing the execution, delivery and performance of each such Security Guaranty Document, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (B) as to the incumbency and signature of each officer executing each such Security Guaranty Document or any document delivered in connection with this Agreement or any such Security Guaranty Document on behalf of such Subsidiary.

Evidence of Corporate Action. The Administrative Agent, for each of the Lenders, shall have received the following: (i) a copy of the Articles of Incorporation of the Borrower, as in effect on the Effective Date, certified by the Secretary of State of Minnesota, and a certificate from such Secretary of State as to the good standing of the Borrower, in each case as of a date reasonably close to the Effective Date; (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of the by-laws of the Borrower as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing the execution, delivery and performance of the various Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of the Borrower has have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and signature of each officer executing this Agreement or any document delivered in connection herewith on behalf of the Borrower; (iii) a copy of the Articles of Incorporation or other governing document of each of the Subsidiaries that is a party to any Guaranty Document, as in effect on the Effective Date, certified by the Secretary of State of the jurisdiction of its incorporation or formation, and a certificate from each such Secretary of State as to the good standing of such Subsidiary, in each case as of a date reasonably close to the Effective Date (provided, however, that the Borrower covenants and agrees that it shall provide such certificate of the Secretary of State as to the good standing of Tru Vue, Inc. within 15 days of the date hereof); and (iiiiv) copies of a certificate of the Secretary or Assistant Secretary of each of the Subsidiaries that is a party to any Security Guaranty Document, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Subsidiary authorizing the execution, delivery and performance of each such Security Guaranty Document, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (B) as to the incumbency and signature of each officer executing each such Security Guaranty Document or any document delivered in connection with this Agreement or any such Security Guaranty Document on behalf of such Subsidiary.

Evidence of Corporate Action. The Administrative Agent, for each of the Lenders, Lender shall have received the following: (i) a copy of the Articles of Incorporation of the Borrower, as in effect on the Effective Date, certified by the Secretary of State of Minnesota, and a certificate from such Secretary of State as to the good standing of the Borrower, in each case Washington as of a date reasonably close to the Effective Date;; and (ii) a certificate of the Secretary or an Assistant Secretary of the BorrowerBorrower and of each Subsidiary party to any Credit Document, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of the by-laws of the Borrower (or Subsidiary, as the case may be) as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower (or Subsidiary, as the case may be) authorizing the execution, delivery and performance of the various Credit Documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles Articles of incorporation Incorporation of the Borrower has (or equivalent constitutive documents of the Subsidiary, as the case may be) have not been amended since the date of the last amendment thereto shown on the certificate certified Articles of good standing Incorporation furnished pursuant to clause (i) aboveabove or (iii) below, and (D) as to the incumbency and signature of each officer executing this Agreement or Agreement, any other Credit Document and any other document delivered in connection herewith on behalf of the BorrowerBorrower and any Subsidiary; and (iii) copies a copy of the constitutive documents of each Subsidiary party to any Credit Document certified by the appropriate Governmental Authority, including any relevant Secretary of State or Banking Regulator, and a certificate of good standing or equivalent thereof from the Secretary same (to the extent applicable in the jurisdiction of incorporation of such Subsidiary and to the extent that the relevant Banking Regulator of such Subsidiary generally provides certificates of good standing or Assistant Secretary the equivalent thereof), in each case as of each of the Subsidiaries that is a party date reasonably close to any Security Document, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Subsidiary authorizing the execution, delivery and performance of each such Security Document, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (B) as to the incumbency and signature of each officer executing each such Security Document or any document delivered in connection with this Agreement or any such Security Document on behalf of such Subsidiary.

Evidence of Corporate Action. The Administrative Agent, for each of the Lenders, Agent shall have received the following: (i) a copy of the Articles Certificate of Incorporation Incorporation, or Certificate of Limited Partnership, as the case may be, of the BorrowerBorrower and each Cross Guarantor, as in effect on the Effective Date, certified by the Secretary of State of Minnesotathe state in which the same is incorporated or organized, and (to the extent applicable) a certificate from such Secretary of State as to the good standing of the BorrowerBorrower or such Cross Guarantor, in each case as of a date reasonably close to the Effective Date;; and (ii) a certificate of the Secretary or an Assistant Secretary of the Borrower, and each Cross Guarantor (or of the general partner of each Cross Guarantor organized as a limited partnership) dated the Effective Date, and stating (A) that attached thereto is a true correct and complete copy of the by-laws of the Borrower or such Cross Guarantor (or corporate general partner) as in effect on such date and at all times since the date of the resolutions described in clause (B) below, (B) that attached thereto is a true correct and complete copy of resolutions duly adopted by the Board of Directors of the Borrower or such Cross Guarantor (or corporate general partner thereof) authorizing the execution, delivery and performance of this Agreement, and each other Credit Document to which the various Credit Documents, Borrower or such Cross Guarantor is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles certificate of incorporation of the Borrower or such Cross Guarantor (or corporate general partner), as the case may be, has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above, and (D) as to the incumbency and signature of each officer executing this Agreement or the relevant Cross Guarantee, as the case may be, and any document delivered in connection herewith or therewith on behalf of the Borrower; and (iii) copies of a certificate of the Secretary , or Assistant Secretary of each of the Subsidiaries that is a party to any Security Document, dated the Effective Date, stating (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Subsidiary authorizing the execution, delivery and performance of each such Security Document, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (B) as to the incumbency and signature of each officer executing each such Security Document or any document delivered in connection with this Agreement or any such Security Document on behalf of such SubsidiaryCross Guarantor.

Evidence of Corporate Action. The Administrative Agent, for each of the Lenders, Lenders shall have received the following: (i) a copy (A) The articles of incorporation of the Articles of Incorporation of the Borrower, Borrower as in effect on the First Amendment Effective Date, certified by the Secretary of State of MinnesotaDelaware as of a recent date and by the Secretary or Assistant Secretary of the Borrower as of the First Amendment Effective Date and the bylaws of the Borrower as in effect on the First Amendment Effective Date, and certified by the Secretary or Assistant Secretary of the Borrower as of the First Amendment Effective Date or (B) a certificate from such the Secretary or Assistant Secretary of State the Borrower dated as to the good standing of the Borrower, in each case as First Amendment Effective Date certifying that the articles of a date reasonably close to incorporation of the Borrower have not been amended since the Effective Date;. (ii) a certificate Certificates of good standing for the Borrower from each of the Secretary of State of Delaware and the Secretaries of State of the states where the Borrower conducts its principal operations (in each case to the extent reasonably available), certifying that the Borrower is in good standing in such states, such certificates to be dated reasonably near the First Amendment Effective Date. (iii) (A) Copies of the resolutions of the board of directors of the Borrower approving and authorizing the execution, delivery and performance by the Borrower of this Agreement, certified as of the First Amendment Effective Date by the Secretary or an Assistant Secretary of the Borrower, dated Borrower or (B) a certificate from the Effective Date, stating (A) that attached thereto is a true and complete copy of the by-laws Secretary or Assistant Secretary of the Borrower dated as in effect on such date and at all times since the date of the First Amendment Effective Date certifying that the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing in connection with the execution, delivery and performance of entry into the various Existing Credit Documents, and that such resolutions Agreement have not been modified, rescinded or amended and are in full force and effect, . (Civ) that (A) A certificate of the articles of incorporation Secretary or an Assistant Secretary of the Borrower has not been amended since certifying the date names and true signatures of the last amendment thereto shown on officers of the Borrower authorized to sign this Agreement and any certificates or other documents, to be delivered in connection herewith or (B) a certificate from the Secretary or Assistant Secretary of good standing furnished pursuant to clause (i) above, the Borrower dated as of the First Amendment Effective Date certifying that the name and (D) as to the incumbency and true signature of each officer executing this Agreement provided on or any document delivered in connection herewith on behalf of the Borrower; and (iii) copies of a certificate of the Secretary or Assistant Secretary of each of the Subsidiaries that is a party to any Security Document, dated about the Effective Date, stating (A) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Subsidiary authorizing the execution, delivery and performance of each such Security Document, and that such resolutions Date have not been modified, rescinded or amended and are in full force and effect; and (B) as to the incumbency and signature of each officer executing each such Security Document or any document delivered in connection with this Agreement or any such Security Document on behalf of such Subsidiarychanged.