Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Company shall have delivered to the Parent a certificate (i) of the Secretary of State of the State of Connecticut dated as of the Closing Date, certifying as to the corporate legal existence and good standing of the Company, and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate of Incorporation of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws of such Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the Sole Stockholder of the Company, authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation of the Company and the Sole Stockholder to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing by the Company and the Sole Stockholder in their sole discretion):

Supporting Documents. The Company shall have delivered to the Parent a certificate (i) of the Secretary of State of the State of Connecticut Washington dated as within five (5) days of the Closing Date, certifying as to the corporate legal existence and good standing of the Company, ; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate Articles of Incorporation of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws of such Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the Sole Stockholder Stockholders of the Company, authorizing the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation ; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state tax clearance certificates from each such jurisdiction in which the Company does Business has been applied for, and in lieu of each such certificate, the Sole Stockholder to consummate the transactions contemplated by this Agreement shall be subject Company will provide to the satisfaction, on or prior Parent written evidence as to the Closing Date absence of each any liens of any kind on the following conditions (any of Purchased Assets, which may will be waived in writing certified by the Company and the Sole Stockholder in their sole discretion):Company’s Treasurer.

Supporting Documents. The Company shall have delivered to the Parent and Buyer a certificate (i) of the Secretary of State of the State of Connecticut Delaware dated as within five (5) days of the Closing Date, certifying as to the corporate legal existence and good standing of the Company, ; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate certificate of Incorporation formation of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws operating agreement of such Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the Sole Stockholder Member of the Company, authorizing the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation ; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state tax clearance certificates from each such jurisdiction in which the Company does Business has been applied for, and in lieu of each such certificate, the Sole Stockholder to consummate the transactions contemplated by this Agreement shall be subject Company will provide to the satisfaction, on or prior Parent and Buyer written evidence as to the Closing Date absence of each any liens of any kind on the following conditions (any of Purchased Assets, which may will be waived in writing certified by the Company and the Sole Stockholder in their sole discretion):Company’s Treasurer.

Supporting Documents. The Company shall have delivered to the Parent a certificate (i) of the Secretary of State of the State of Connecticut Delaware dated as of the Closing Date, certifying as to the corporate legal existence and good standing of the Company, ; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate of Incorporation of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws of such Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the Sole Stockholder Stockholders of the Company, authorizing the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation ; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state clearance certificates from each such jurisdiction in which the Company does Business has been applied for, and in lieu of each such certificate, the Sole Stockholder to consummate the transactions contemplated by this Agreement shall be subject Company will provide to the satisfaction, on or prior Parent written evidence as to the Closing Date absence of each any liens of any kind on the following conditions (any of Purchased Assets for inspection taxes, which may will be waived in writing certified by the Company and the Sole Stockholder in their sole discretion):Company’s Treasurer.

Supporting Documents. The Company and the Company’s Subsidiary shall each have delivered to the Parent a certificate (ia) of the Secretary of State of the State of Connecticut Division dated as of the Closing Date, certifying as to the corporate legal existence and good standing of the Company and the Company’s Subsidiary, as the case may be, and (iib) of the Secretary of the Company and the Company’s Subsidiary, as the case may be, dated the Closing Date, certifying on behalf of the Company and the Company’s Subsidiary (wi) that attached thereto is a true and complete copy of the Certificate Articles of Incorporation of such Company or the Company’s Subsidiary, as the case may be, as in effect on the date of such certification; , (xii) that attached thereto is a true and complete copy of the By-Laws of such Company or the Company’s Subsidiary, as the case may be, as in effect on the date of such certification; (yiii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors and the Sole Stockholder Stockholders of such Company or the stockholders of such Company’s Subsidiary, as the case may be, authorizing the execution, delivery and performance of this Agreement and the consummation of the Merger; and (ziv) to the incumbency and specimen signature of each officer of the Company and the Company’s Subsidiary, as the case may be, executing on behalf of the such company this Agreement and the other agreements related hereto. The obligation of the Company and the Sole Stockholder to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing by the Company and the Sole Stockholder in their sole discretion):.

Supporting Documents. The Company shall have delivered to the Parent Buyer a certificate (i) of the Secretary of State Commonwealth of the State of Connecticut Massachusetts dated as of the Closing Date, certifying as to the corporate legal existence and good standing of the Company, ; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate certificate of Incorporation organization of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws operating agreement of such the Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board managers of Directors the Company and the Sole Stockholder of the CompanySellers, authorizing the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation ; and (iii) satisfactory evidence that tax good standings, waivers of state tax Liens and state clearance certificates from each such jurisdiction in which the Company does business has been applied for, and in lieu of each such certificate, the Company will provide to the Buyer written evidence as to the absence of any Liens of any kind on the assets of the Company and the Sole Stockholder to consummate the transactions contemplated by this Agreement shall for inspection taxes, which will be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing certified by the Company and the Sole Stockholder in their sole discretion):Company’s Treasurer.

Supporting Documents. The Company and the Sellers shall have delivered to the Parent Buyer a certificate (i) of the Secretary of State of the State of Connecticut Delaware dated as of the Closing Date or within three (3) business days prior to the Closing Date, certifying as to the corporate legal existence and good standing of the Company, ; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate certificate of Incorporation incorporation of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the Byby-Laws laws of such the Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board board of Directors and the Sole Stockholder of the Companydirectors, authorizing the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation ; and (iii) satisfactory evidence that tax good standings, waivers of state tax liens and state clearance certificates from each such jurisdiction in which the Company does business has been applied for, and in lieu of each such certificate, the Sole Stockholder to consummate the transactions contemplated by this Agreement shall be subject Company will provide to the satisfaction, on or prior Buyer written evidence as to the Closing Date absence of each of the following conditions (any of such liens which may will be waived in writing certified by the Company and the Sole Stockholder in their sole discretion):Company’s Treasurer.

Supporting Documents. The Company shall have delivered to the Parent Buyer a certificate (i) of the Secretary of State of the State of Connecticut Rhode Island dated as of the Closing Date, certifying as to the corporate legal existence and good standing of the Company, ; and (ii) of the Secretary of the Company dated the Closing Date, certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate certificate of Incorporation organization of the Company, as in effect on the date of such certification; (x) that attached thereto is a true and complete copy of the By-Laws operating agreement of such the Company, as in effect on the date of such certification; (y) that attached thereto is a true and complete copy of all resolutions adopted by the Board managers of Directors the Company and the Sole Stockholder of the CompanySellers, authorizing the execution, delivery and performance of this Agreement and the consummation of the Mergertransactions contemplated hereby; and (z) to the incumbency and specimen signature of each officer of the Company, executing on behalf of the company this Agreement and the other agreements related hereto. The obligation ; and (iii) satisfactory evidence that tax good standings, waivers of state tax Liens and state clearance certificates from each such jurisdiction in which the Company does business has been applied for, and in lieu of each such certificate, the Company will provide to the Buyer written evidence as to the absence of any Liens of any kind on the assets of the Company and the Sole Stockholder to consummate the transactions contemplated by this Agreement shall for inspection taxes, which will be subject to the satisfaction, on or prior to the Closing Date of each of the following conditions (any of which may be waived in writing certified by the Company and the Sole Stockholder in their sole discretion):Company’s manager.

Supporting Documents. The Company On or prior to the Closing Date, the Purchaser and its counsel shall have delivered to received copies of the Parent following supporting documents: (1) (A) the charter documents of the Company certified as of a recent date by the Secretary of State of the State of California and (B) a certificate (i) of the Secretary of State of the State of Connecticut dated as of the Closing Date, certifying California as to the corporate legal due incorporation and existence and good standing of the Company, Company and listing all documents on file with said official; (ii2) a certificate of the Secretary of the Company Company, dated the Closing Date, Date and certifying on behalf of the Company (w) that attached thereto is a true and complete copy of the Certificate of Incorporation of the Company, as in effect on the date of such certification; (xA) that attached thereto is a true and complete copy of the By-Laws laws of such Company, the Company as in effect on the date of such certification; and (yB) that attached thereto is a true and complete copy the Articles of all resolutions adopted by the Board of Directors and the Sole Stockholder Incorporation of the Company, authorizing Company have not been amended since the execution, delivery and performance of this Agreement and the consummation date of the Mergerlast amendment referred to in the certificate delivered pursuant to clause (1)(B) above; and (3) such additional supporting documents and (z) other information with respect to the incumbency operations and specimen signature of each officer affairs of the Company, executing on behalf of Company as the company this Agreement Purchaser or its counsel may reasonably request. All such documents shall be satisfactory in form and substance to the other agreements related heretoPurchaser and its counsel. SECTION 7.03. The obligation Conditions Precedent to the Obligations of the Company and the Sole Stockholder Shareholders. The obligations of the Company and the Shareholders to consummate the transactions contemplated by this Agreement shall be subject are subject, at the option of the Company and the Shareholders, to the satisfaction, on satisfaction at or prior to the Closing Date of each of the following conditions (any of which may be waived in writing by the Company and the Sole Stockholder in their sole discretion):conditions: