DELIVERY OF CORPORATE DOCUMENTS. Each of the parties to this Agreement represents that its execution does not violate any of the provisions of its respective charter, articles of incorporation, articles of association or bylaws and all required corporate action to authorize the execution and delivery of this Agreement has been taken. Each Fund has furnished the Custodian with copies, properly certified or authenticated, with all amendments or supplements thereto, of the following documents:
(a) Certificate of Incorporation (or equivalent document) of the Fund as in effect on the date hereof;
(b) By-Laws of the Fund as in effect on the date hereof;
(c) Resolutions of the Board of Directors of the Fund appointing the Custodian and approving the form of this Agreement; and
(d) The Fund's current prospectus and statements of additional information. Each Fund shall promptly furnish the Custodian with copies of any updates, amendments or supplements to the foregoing documents. In addition, each Fund has delivered or will promptly deliver to the Custodian, copies of the Resolution(s) of its Board of Directors or Trustees and all amendments or supplements thereto, properly certified or authenticated, designating certain officers or employees of each such Fund who will have continuing authority to certify to the Custodian: (a) the names, titles, signatures and scope of authority of all persons authorized to give Instructions or any other notice, request, direction, instruction, certificate or instrument on behalf of each Fund, and (b) the names, titles and signatures of those persons authorized to countersign or confirm Special Instructions on behalf of each Fund (in both cases collectively, the "Authorized Persons" and individually, an "Authorized Person"). Such Resolutions and certificates may be accepted and relied upon by the Custodian as conclusive evidence of the facts set forth therein and shall be considered to be in full force and effect until delivery to the Custodian of a similar Resolution or certificate to the contrary. Upon delivery of a certificate which deletes or does not include the name(s) of a person previously authorized to give Instructions or to countersign or confirm Special Instructions, such persons shall no longer be considered an Authorized Person authorized to give Instructions or to countersign or confirm Special Instructions. Unless the certificate specifically requires that the approval of anyone else will first have been obtained, the Custodian will be under no obl...
DELIVERY OF CORPORATE DOCUMENTS. Fund has delivered or will deliver to Custodian prior to the effective date of this Agreement, copies of the following documents and all amendments or supplements thereto, properly certified or authenticated:
A. Resolutions of the Board of Trustees of Fund appointing Investors Fiduciary Trust Company as Custodian hereunder and approving the form of this Agreement; and
B. Resolutions of the Board of Trustees of Fund authorizing certain persons to give instructions on behalf of Fund to Custodian and authorizing Custodian to rely upon written instructions over their signatures.
DELIVERY OF CORPORATE DOCUMENTS. The Company has delivered or will deliver to the Bank prior to the effective date hereof copies of the following resolutions, properly certified:
(a) resolutions of the Board of Directors of the Company appointing the Bank as custodian under the provisions of this Agreement and approving the execution and delivery of this Agreement by the Company;
(b) resolutions of the Board of Directors of the Company authorizing the use of the securities depositories listed on Exhibit A hereto in accordance with the provisions of Section 6 hereof;
(c) resolutions of the Board of Directors of the Company authorizing the use of Security Pacific National Trust Company (New York) as the Bank's agent in accordance with Section 7 hereof; and *PRINCOR GROWTH FUND, INC.
(d) resolutions of the Board of Directors of the Company naming the persons authorized to give instructions to the Bank in accordance with Section 8 hereof.
DELIVERY OF CORPORATE DOCUMENTS. Fund shall deliver to IFTC prior to the effective date of this Agreement copies of a resolution of the Trustees of Fund certified by the Secretary or Assistant Secretary of the Fund, appointing IFTC as Recordkeeping and Pricing Agent for Fund and approving the form of this Agreement. Fund shall also deliver a resolution of the Trustees of the Fund designating certain persons to give instructions on behalf of the Fund to IFTC, and authorizing IFTC to rely upon written instructions over his/her/their signatures.
DELIVERY OF CORPORATE DOCUMENTS. In the event that Tenant is a ------------------------------- corporation or similar business entity (e.g., limited partnership, limited liability company or limited liability partnership), Tenant shall, without charge to Landlord, at any time and from time to time within ten (10) business days after written request by Landlord, deliver to Landlord, in connection with any proposed sale or mortgage of the Demised Premises, the following instruments and documents:
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 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 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. Trust has delivered or will deliver to -------------------------------- Custodian prior to the effective date of the Agreement, copies of the following documents and all amendments or supplements thereto, properly certified or authenticated:
A. Upon request by Custodian, resolutions of the Board of Trustees of Trust (the "Board") appointing Custodian as custodian for the Funds hereunder and approving the form of this Agreement; and
B. Resolutions of the Board designating certain persons to give instructions on behalf of Trust to Custodian.
DELIVERY OF CORPORATE DOCUMENTS. Each of the parties to this Agreement represents that its execution does not violate any of the provisions of its respective charter, articles of incorporation, articles of association or bylaws and all required corporate action to authorize the execution and delivery of this Agreement has been taken. Each Fund has furnished the Custodian with copies, properly certified or authenticated, with all amendments or supplements thereto, of the following documents:
(a) Certificate of Incorporation (or equivalent document) of the Fund as in effect on the date hereof;
(b) By-Laws of the Fund as in effect on the date hereof;
(c) Resolutions of the Board of Directors of the Fund appointing the Custodian and approving the form of this Agreement; and
