Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Purchaser shall have received copies of the following documents: (i) (A) the Certificate of Incorporation, certified as of a recent date by the appropriate authority of the Company's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authority; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (C) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above.

Supporting Documents. The Purchaser On or prior to the Closing Date, the Seller shall have received copies of the following supporting documents: (i1) (A) copies of the Certificate of IncorporationIncorporation of the Buyer and all amendments thereto, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; Delaware, and (B2) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, Buyer and listing all documents of the Company Buyer on file with said authoritySecretary; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company Buyer dated as of the Initial Closing Date and certifying: (A1) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company Buyer as in effect on the date of such certification; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company Buyer authorizing the execution, delivery and performance of this Agreement, each Ancillary Agreement to which the Buyer is a party and the Ancillary Agreements, the issuance, sale transactions contemplated hereby and delivery of the Securities and the Shares, thereby and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the such Ancillary Agreements; (C3) that the Certificate of Incorporation has of the Buyer have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) that as to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment Buyer executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Buyer as to the incumbency and signature of the officer signing the certificate referred to in such certificate pursuant to subclause paragraph (ii)(A) aboveii).

Supporting Documents. The Purchaser shall have received copies of the following documents: (i) (A) the Certificate of Incorporation, certified as of a recent date by the appropriate authority of the Company's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each SubsidiaryCompany, and listing all documents of the Company on file with said authority; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Marketing Agreement and the Ancillary AgreementsRegistration Agreement; (C) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above.

Supporting Documents. The Purchaser Investors and their counsel shall have received copies of the following documents: (i) (A) the Certificate of IncorporationCharter, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporationDelaware; and (B) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company (both corporate and each Subsidiarytax), the payment of all excise taxes by the Company and listing all documents of the Company on file with said authoritySecretary; and (C) a certificate of the Secretary of State of Washington dated as of a recent date as to the good standing of the Company; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary AgreementsTransaction Documents, the issuance, sale and delivery of the Securities Preferred Shares and the reservation, issuance and delivery of the Conversion Shares, the issuance and delivery of the ISB shares, the issuance and delivery of the Warrants, and the reservation, issuance and delivery of the Warrant Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsTransaction Documents; (C) that the Certificate of Incorporation Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) aboveCharter was originally filed; and (D) that to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment referred to in such Company executing any of the Transaction Documents, the stock certificates representing the Preferred Shares, the stock certificates representing the ISB Shares, the Warrants and any certificate or instrument furnished pursuant to subclause (ii)(A) abovehereto.

Supporting Documents. The Purchaser shall have received copies of the following documents: (i) (A) the Certificate of IncorporationCharter, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; and Delaware, (B) a certificate of such authority said Secretary, dated as of a recent date date, as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and each Subsidiary(C) a certificate of the Secretary of State of the State of New York, and listing all documents dated as of a recent date, as to the good standing of the Company on file with said authorityin such state; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary AgreementsAgreement, including the issuance, sale and delivery of the Securities and the Purchased Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreementshereby; (C) that the Certificate of Incorporation Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment Company executing this Agreement, the stock certificates representing the Purchased Shares and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in such certificate pursuant to subclause this clause (ii)(A) aboveii).

Supporting Documents. The Purchaser On or prior to the Closing Date, Fiserv, Buyer, and their counsel shall have received copies of the following supporting documents: (i) (A) copies of the Certificate Articles of IncorporationIncorporation of the Company and all amendments thereto, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; Montana and (B) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and (if available in the state of incorporation of the Company) listing all documents of the Company on file with said authoritySecretary; and (ii) a certificate certificates of the Secretary or an Assistant Secretary of the Company Company, dated as of the Initial Closing Date Date, and certifying: certifying substantially to the effect (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company as in effect on the date of such certificationcertification and at all times since January 1, 2008; (B) that attached thereto is a true and complete copy the Articles of all resolutions adopted by the Board of Directors or the stockholders Incorporation of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (C) that the Certificate of Incorporation has have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(A) above; (C) as to the incumbency and specimen signature of Seller and of any officer of the Company executing any certificate or instrument furnished pursuant hereto, and a certificate by another officer of the Company as to the incumbency and signature of Seller and the officer signing the certificate referred to in this paragraph (ii); and (D) that the Bylaws no legal action or proceeding shall have not been amended since instituted after the date hereof against the Company or Seller, arising by reason of the last amendment referred transactions contemplated by this Agreement, which is reasonably likely to (x) restrain, prohibit, or invalidate the consummation of the transactions contemplated by this Agreement, or (y) to have a Material Adverse Effect. Stock Purchase Execution Version All such documents shall be reasonably satisfactory in such certificate pursuant form and substance to subclause (ii)(A) aboveFiserv, Buyer and their counsel.

Supporting Documents. The Purchaser Purchasers or their counsel shall have received copies of the following documents: (i) (A) the Certificate of IncorporationArticles, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; California, and (Bii) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents a certificate of the Company on file with said authority; andCalifornia Franchise Tax Board as to the payment of taxes by the Company; (iib) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (Ai) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (Bii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders shareholders of the Company authorizing the execution, delivery and performance of this Agreement and Agreement, the Ancillary AgreementsRegistration Rights Agreement, the Voting Agreement, the issuance, sale and delivery of the Securities Series C Preferred Stock and the Sharesreservation of the Conversion Stock, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Registration Rights Agreement and the Ancillary AgreementsVoting Agreement; and (Ciii) that the Certificate of Incorporation has Articles have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(Aa)(ii) above.

Supporting Documents. The Purchaser On or prior to the Closing Date, Seller and its counsel shall have received copies of the following supporting documents:: Stock Purchase Execution Version (i) (A) copies of the Certificate Articles of IncorporationIncorporation of Fiserv and Buyer, and all amendments thereto, certified as of a recent date by the appropriate authority Department of Financial Institutions of the Company's jurisdiction State of incorporation; Wisconsin and the Secretary of State of the State of Wisconsin, respectively, (B) a certificate of such authority said Department dated as of a recent date as to the status of Fiserv and (C) a certificate of said Secretary dated as of a recent date as to the good standing and due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authorityBuyer; and (ii) a certificate of the Secretary or an Assistant Secretary of each of Fiserv and Buyer dated the Company dated as of the Initial Closing Date and certifying: certifying substantially to the effect (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company particular company as in effect on the date of such certificationcertification and at all times since January 1, 2006 or its date of incorporation, if more recent; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company particular company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement; (C) that the Certificate Articles of Incorporation has of the particular corporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(1) above; and (D) that as to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment particular company executing this Agreement and a certification by another officer of such company as to the incumbency and signature of the officer signing the certificate referred to in this paragraph (ii); and (E) that no legal action or proceeding shall have been instituted after the date hereof against Fiserv or Buyer, arising by reason of the transactions contemplated by this Agreement, which is reasonably likely (x) to restrain, prohibit or invalidate the consummation of the transactions contemplated by this Agreement or (y) to have a Material Adverse Effect. All such certificate pursuant documents shall be reasonably satisfactory in form and substance to subclause (ii)(A) aboveSeller and its counsel.

Supporting Documents. The Purchaser shall have received copies -------------------- of the following documents: (i) (A) the Certificate of IncorporationIncorporation of the Company, certified as of a recent date by the appropriate authority of the Company's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each SubsidiaryCompany, and listing all documents of the Company on file with said authority; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the Merger, the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Company Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement; (C) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above; and (iii) the Certificate of Merger and evidence that the Certificate of Merger has been filed with the Secretary of State of Delaware in accordance with the applicable provisions of the Delaware Code.

Supporting Documents. The Purchaser Purchasers and their counsel shall have received copies of the following documents, each of which shall be satisfactory in form and substance to the Purchasers and their counsel: (i) (A) the Certificate of IncorporationCharter, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; Delaware and (B) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company, the payment of all excise taxes by the Company and each Subsidiary, and listing all documents of the Company on file with said authoritySecretary; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing or ratifying the execution, delivery and performance of this Agreement and the Ancillary AgreementsAgreement, the issuance, sale issuance and delivery of the Securities 2002 Debentures and the Shares, Common Shares and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement; (C) that the Certificate of Incorporation Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to sub-clause (i)(Bi)(A) above; and (D) that to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment Company executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the incumbency and signature of the officer signing the certificate referred to in such certificate pursuant to subclause this sub-clause (ii)(A) aboveii).

Supporting Documents. The Purchaser On or prior to the Effective Time, the Company shall have received copies of the following supporting documents: (i) (A) copies of the Articles or Certificate of IncorporationIncorporation of Fiserv and Fiserv Sub, and all amendments thereto, certified as of a recent date by the appropriate authority Department of Financial Institutions of the Company's jurisdiction State of incorporation; and Wisconsin or the Secretary of State of the State of Delaware, as applicable, (B) a certificate of such authority said Department or Secretary of State dated as of a recent date as to the status of Fiserv and (C) a certificate of said Secretary dated as of a recent date as to the good standing and due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authorityFiserv Sub; and (ii) a certificate of the Secretary or an Assistant Secretary of each of Fiserv and Fiserv Sub dated the Company dated as of Effective Time and certifying substantially to the Initial Closing Date and certifying: effect (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company particular company as in effect on the date of such certificationcertification and at all times since January 1, 2001 or its date of incorporation, if more recent; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company particular company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement; (C) that the Articles of or Certificate Incorporation of Incorporation has the particular corporation have not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(1) above; and (D) that as to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment particular company executing this Agreement and a certification by another officer of such company as to the incumbency and signature of the officer singing the certificate referred to in this paragraph (ii). All such certificate pursuant documents shall be reasonably satisfactory in form and substance to subclause (ii)(A) abovethe Company and its counsel.

Supporting Documents. The Purchaser shall have received copies of the following documents: (i) (A) the Certificate of Incorporation, certified as of a recent date by the appropriate authority of the Company's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authority; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery of the Securities and the Shares, and that all 47 such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (C) that the Certificate of Incorporation has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above.

Supporting Documents. The Purchaser On or prior to the Closing Date, the Company and its counsel shall have received copies of the following supporting documents: : (i) (A) the Certificate of Incorporation, certified as of a recent date by the appropriate authority of the Company's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authority; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy copy, certified by the Secretary of the Bylaws Acquiror, of the Company as in effect on the date of such certification; (B) that attached thereto is a true resolutions duly and complete copy of all resolutions validly adopted by the Board of Directors or the stockholders of the Company authorizing Acquiror, evidencing its authorization of the execution, delivery and performance execution of this Agreement and the Ancillary Agreements, the issuance, sale and delivery consummation of the Securities and the Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by hereby; (ii) a certificate from the Secretary of the Acquiror, certifying the names and signatures of the officers of the Acquiror authorized to sign this Agreement and the Ancillary Agreementsother documents to be delivered pursuant hereto; (Ciii) that a copy of (x) the Certificate of Incorporation has of the Acquiror and all amendments thereto, as of a date not earlier than ten business days prior to the Closing Date, and accompanied by a certificate of the Secretary of the Acquiror dated as of the Closing Date, stating that no amendments have been amended made to the Certificate of Incorporation since the date so certified, and (y) the By-laws of the last amendment referred to in Acquiror, certified by the certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws have not been amended since the date Secretary of the last amendment referred Acquiror as of the Closing Date; (iv) a Due Incorporation and Good Standing Certificate for the Acquiror from the Secretary of State of Delaware dated as of a date not earlier than ten business days prior to in such certificate pursuant to subclause (ii)(A) abovethe Closing Date.

Supporting Documents. The Purchaser Stockholders shall have received -------------------- copies of the following documents: (i) (A) the Certificate of IncorporationIncorporation of each of Purchaser and Merger Sub, certified as of a recent date by the appropriate authority of the Companyeach such entity's jurisdiction of incorporation; and (B) a certificate of such authority dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiarysuch entity, and listing all documents of the Company each such entity on file with said authority; and (ii) a certificate of the Secretary Chief Executive Officer or an Assistant Secretary President of each of Purchaser and Merger Sub dated the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws of the Company such entity as in effect on the date of such certification; (B) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of such entity authorizing the Company authorizing Merger, the execution, delivery and performance of this Agreement and the Ancillary Agreements, the issuance, sale and delivery issuance of the Securities and the SharesPurchaser Stock provided hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement; (C) that the Certificate of Incorporation of each entity has not been amended since the date of the last amendment referred to in the such certificate delivered pursuant to clause (i)(B) above; and (D) that the Bylaws of each entity have not been amended since the date of the last amendment referred to in such certificate pursuant to subclause (ii)(A) above; and (iii) the Certificate of Merger and evidence that the Certificate of Merger has been filed with the Secretary of State of Delaware in accordance with the applicable provisions of the Delaware Code.

Supporting Documents. The Purchaser shall have received copies of the following supporting documents: (i) (A) a copy of the Restated Certificate of IncorporationIncorporation of the Company and all amendments thereto, each certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; Delaware and (B) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authoritySecretary; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a are true and complete copy copies of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the executionexecution and delivery of this Agreement and each Ancillary Agreement, delivery and the performance of this Agreement and each Ancillary Agreement, including the Ancillary Agreements, the issuance, sale and delivery issuance of the Securities and the Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsAgreement; (C) that the Restated Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that as to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment referred to in such certificate pursuant to subclause (ii)(A) aboveCompany executing this Agreement and any Ancillary Agreement.

Supporting Documents. The Purchaser shall have received copies of the following supporting documents: (i) (A) a copy of the Restated Certificate of IncorporationIncorporation of the Company and all amendments thereto, each certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; Delaware and (B) a certificate of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, and listing all documents of the Company on file with said authoritySecretary; and (ii) a certificate of the Secretary or an Assistant Secretary of the Company dated as of the Initial Closing Date and certifying: (A) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company as in effect on the date of such certification; (B) that attached thereto is a are true and complete copy copies of all resolutions adopted by the Board of Directors or the stockholders of the Company authorizing the executionexecution and delivery of this Plan and each Ancillary Agreement, delivery and the performance of this Agreement Plan and each Ancillary Agreement, including the Ancillary Agreements, the issuance, sale and delivery issuance of the Securities and the Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement and the Ancillary AgreementsPlan; (C) that the Restated Certificate of Incorporation of the Company has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) that as to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of the last amendment referred to in such certificate pursuant to subclause (ii)(A) aboveCompany executing this Plan and any Ancillary Agreement.

Supporting Documents. The Purchaser On or prior to the Closing Date, the Buyer and its counsel shall have received copies of the following supporting documents: (i) (A) copies of the Certificate Certificates of IncorporationIncorporation of the Seller and all amendments thereto, certified as of a recent date by the appropriate authority Secretary of State of the Company's jurisdiction State of incorporation; Delaware, and (B2) a certificate certificates of such authority said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and each Subsidiary, Seller and listing all documents of the Company each on file with said authoritySecretary; and (ii) a certificate certificates of the Secretary or an Assistant Secretary of the Company Seller dated as of the Initial Closing Date and certifying: (A1) that attached thereto is a true and complete copy of the Bylaws By-laws of the Company Seller as in effect on the date of such certification; (B2) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors or the stockholders of the Company Seller authorizing the execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Ancillary Agreements, the issuance, sale and delivery of the Securities Seller is a party and the Shares, transactions contemplated hereby and thereby and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and each Ancillary Agreement to which the Ancillary AgreementsSeller is a party; (C3) that the Certificate of Incorporation of the Seller has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(Bi)(2) above; and (D4) that as to the Bylaws have not been amended since the date incumbency and specimen signature of each officer of such Seller executing this Agreement and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the last amendment Seller as to the incumbency and signature of the officer signing the certificate referred to in such certificate pursuant to subclause this paragraph (ii)(A) aboveii).