Common use of Certificate of Incorporation and By-Laws Clause in Contracts

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws as most recently restated and subsequently amended to date, and has furnished or made available to Parent the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of each of its subsidiaries (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documents, except for immaterial violations of the Subsidiary Documents which may exist.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished or otherwise made available to Parent a complete and correct copy of its the restated certificate of incorporation (the “Certificate of Incorporation Incorporation”) and the by-laws (the “By-Laws as most recently restated and subsequently amended to date, and has furnished or made available to Parent the Certificate of Incorporation and By-Laws (or equivalent organizational documentsLaws”) of the Company and the organizational documents of each of its subsidiaries (the "Subsidiary Documents")Material Subsidiary, in each case as currently in effect. Such The Certificate of Incorporation, By-Laws and other organizational documents of the Company and each Material Subsidiary Documents are in full force and effecteffect and no other organizational documents are applicable to or binding upon the Company. Neither the The Company nor any of its subsidiaries is not in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documents, except for immaterial violations Laws. None of the Subsidiary Documents which may existMaterial Subsidiaries is in violation of its certificate of incorporation, bylaws or other organizational document in any material respect.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws as most recently restated and subsequently amended to date, the date hereof and has furnished or made available to Parent the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of each of its subsidiaries (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect. Neither effect and neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documents, except for immaterial violations of where the Subsidiary Documents which may existfailure to be in full force and effect or where such violation would not have a Company Material Adverse Effect.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws Laws, as most recently restated and subsequently amended to date, and has furnished or made available to Parent and, except as is set forth in Section 2.02 of the Certificate of Incorporation and By-Laws (or Company Disclosure Schedule, equivalent organizational documents) documents of each of its subsidiaries (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents equivalent organizational documents of each of its subsidiaries are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary DocumentsDocuments except, except for immaterial violations in the case of any subsidiary of the Subsidiary Documents which may existCompany, to the extent any such violation would not have a Material Adverse Effect. SECTION 2.03.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws as most recently restated and subsequently amended to date, and has furnished or made available to Parent the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of each of its subsidiaries (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documents, except for immaterial violations of the Subsidiary Documents which may exist.. Section 2.3

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws Laws, as most recently restated and subsequently amended to date, and has furnished or made available to Parent a complete and correct copy of the Certificate of Incorporation and By-Laws (or equivalent organizational documents) documents of each of its subsidiaries (the "Subsidiary Documents")subsidiaries. Such Certificate of Incorporation, By-Laws and Subsidiary Documents equivalent organizational documents of each of its subsidiaries are in full force and effect. Neither the The Company nor is not in violation of any of the provisions of its Certificate of Incorporation or By-Laws. None of the Company's subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documentsequivalent organizational documents, except for immaterial any such violations of the Subsidiary Documents which may existas would not have a Company Material Adverse Effect.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of its Restated Certificate of Incorporation and By-Laws laws as most recently restated and subsequently amended to datedate (the "Company Charter Documents"), and has furnished or made will make available to Parent Parent, as promptly as practicable, the Certificate of Incorporation and By-Laws laws (or equivalent organizational documents) of each of its subsidiaries reasonably requested by Parent (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws All such Company Charter Documents and Subsidiary Documents are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws laws or Subsidiary Documentsequivalent organizational documents, except for immaterial violations of the Subsidiary Documents documents which may existdo not and are not reasonably likely to materially interfere with the operations of such entity.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished made available to Parent a complete and correct copy of its Certificate of Incorporation and By-Laws as most recently restated and subsequently amended to date, and has furnished or made available to Parent the Certificate of Incorporation and By-Laws (or equivalent organizational documents) of each of its material subsidiaries (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or such By-Laws or Subsidiary Documentsequivalent organizational documents, except for immaterial violations of the Subsidiary Documents documents which may exist.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a true, complete and correct copy of its Certificate of Incorporation and By-Laws Laws, each as most recently restated and subsequently amended to date, and has furnished or made available to Parent the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of each of its subsidiaries (the "Subsidiary Documents"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documents, except for immaterial violations of the Subsidiary Documents which may exist.

Certificate of Incorporation and By-Laws. The Company has heretofore furnished to Parent a true, complete and correct copy of its Certificate of Incorporation and By-Laws Laws, each as most recently restated and subsequently amended to date, and has furnished or made available to Parent the Certificate certificate of Incorporation incorporation and Byby-Laws laws (or equivalent organizational documents) of each of its subsidiaries (the "Subsidiary DocumentsSUBSIDIARY DOCUMENTS"). Such Certificate of Incorporation, By-Laws and Subsidiary Documents are in full force and effect. Neither the Company nor any of its subsidiaries is in violation of any of the provisions of its Certificate of Incorporation or By-Laws or Subsidiary Documents, except for immaterial violations of the Subsidiary Documents which may exist.