Common use of Supporting Documents Clause in Contracts

Supporting Documents. The Lenders at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Lenders; (3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and (5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and (4) above and (B) further certifying that the Certificate of Designation (Series B) delivered to the Lenders at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

Supporting Documents. The Lenders Purchasers at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the LendersPurchasers; (3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and (5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and (4) above and (B) further certifying that the Certificate of Designation (Series B) delivered to the Lenders at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.and

Supporting Documents. The Lenders at the Closing Purchasers shall have received the following: (1i) A good standing certificate of favorable opinion (the “Company and CIC Acquisition Corp.; (2Opinion”) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ Fulbright & ▇▇▇▇▇▇▇▇ LLPL.L.P., counsel to the Company, dated as of the Closing Date, in a the form satisfactory to the Lenders;of Exhibit H hereto. (3ii) Copies of resolutions of the Board of Directors of the Company (the “Board”)Company, certified by the Secretary or other authorized officer of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1)Designation, (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy of the Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and (5iii) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred Transaction Documents to in subparagraphs (3) and (4) above be executed by the Company and (B) further certifying that the Certificate of Designation (Series B) Incorporation and By-laws of the Company delivered to the Lenders Purchasers at the time of the execution of this Agreement has have been validly adopted and has have not been amended or modified, except to the extent provided in the Certificate of Designation; and (iv) Such additional supporting documentation and other information with respect to the transactions contemplated by this Agreement as the Purchasers or their counsel, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, may reasonably request.

Supporting Documents. The Lenders at At the Closing Closing, the Purchaser and its counsel shall have received copies of the followingfollowing documents: (1i) A good standing the Charter, certified as of a recent date by the Secretary of State of the Commonwealth of Massachusetts and (ii) a certificate of said Secretary dated as of a recent date as to the due incorporation and subsistence of the Company and CIC Acquisition Corp.listing all documents of the Company on file with said Secretary; (2b) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as a certificate of the Clerk or an Assistant Clerk of the Company dated the Closing Date, Date and certifying: (i) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (ii) that attached thereto is a form satisfactory to the Lenders; (3) Copies true and complete copy of all resolutions of adopted by the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement Agreement, the issuance, sale and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy delivery of the Certificate of Incorporation Series A-2 Preferred and By-laws of that all such resolutions are in full force and effect and are all the Company, certified resolutions adopted in connection with the transactions contemplated by the Secretary of the Companythis Agreement; and (5iii) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and (4) above and (B) further certifying that the Certificate of Designation (Series B) delivered to the Lenders at the time of the execution of this Agreement has been validly adopted and Charter has not been amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (a)(ii) above, except as contemplated by Exhibit A; and (iv) to the incumbency and specimen signature of each officer of the Company executing this Agreement or modified.any of the stock certificates representing the Series A-2 Preferred and any certificate or instrument furnished pursuant hereto, and a certification by another officer of the Company as to the

Supporting Documents. The Lenders Purchaser at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.each Subsidiary; (2) An opinion from ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the LendersPurchaser; (3) Copies of resolutions of the Board of Directors of the Company (the “Board”), certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1)Designation, (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4) Copy of the Amended and Restated Certificate of Incorporation and By-laws of the Company, certified by the Secretary of the Company; and (5) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (3) and (4) above and (B) further certifying that the Certificate of Designation (Series B) delivered to the Lenders Purchaser at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

Supporting Documents. The Lenders Purchasers at the Closing shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An a favorable opinion from Skadden, Arps, Slate, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇& ▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a Date (the form satisfactory of which opinion will be attached to the Lendersthis Agreement as Exhibit C); (32) Copies of resolutions of the Board of Directors of the Company (the “Board”)Company, certified by the Secretary of the Company, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1)Incorporation, (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) the appointment of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (43) Copy Copies of resolutions of the Certificate of Incorporation and By-laws stockholders of the Company, certified by the Secretary of the Company, authorizing and approving the filing of the Amended and Restated Certificate of Incorporation and the transactions contemplated thereby and by the Transaction Documents that are subject to stockholder approval; and (54) A certificate of incumbency executed by the Secretary of the Company (A) certifying the names, titles and signatures of the officers authorized to execute the documents referred to in subparagraphs (32) and (43) above and (B) further certifying that the Amended and Restated Certificate of Designation (Series B) Incorporation delivered to the Lenders Purchasers at the time of the execution of this Agreement has been validly adopted and has not been amended or modified.

Supporting Documents. The Lenders at the Closing Purchaser shall have received the following: (1) A good standing certificate of the Company and CIC Acquisition Corp.; (2) An opinion from ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Company, dated as of the Closing Date, in a form satisfactory to the Lenders; (3i) Copies of resolutions of the Board of Directors and the stockholders of the Company (the “Board”)Seller, certified by the Secretary of the Companyif required, authorizing and approving (A) the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1), (B) the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, (C) Documents and the appointment sale of the Series B Directors upon consummation of the transactions contemplated by this Agreement and the other Transaction DocumentsMembership Interests, (D) the By-law Amendment and (E) the execution, delivery and performance of this Agreement and the other Transaction Documents and all other documents and instruments to be delivered pursuant hereto and thereto; (4ii) Copy Copies of resolutions of the Certificate of Incorporation managers and By-laws the members of the Company, certified by if required, authorizing and approving this Agreement and the Secretary of the Company; andTransaction Documents, and all other documents and instruments to be delivered pursuant hereto and thereto; (5iii) A certificate of incumbency executed by the Secretary of the Company Seller, in the form of Exhibit F annexed hereto, certifying (A) certifying the names, titles and signatures of the officers authorized to execute this Agreement and the documents referred to in subparagraphs (3) and (4) above and Transaction Documents, on behalf of the Seller; (B) further certifying that the resolutions described in subparagraph (i) above; (C) the Certificate of Designation Incorporation and By-Laws of the Seller; and (Series D) the certification required pursuant to the provisions of Section 6.01(c) hereof; and (iv) A certificate executed by the Secretary of the Company, in the form of Exhibit G annexed hereto, (A) the names, titles and signatures of the officers authorized to execute this Agreement and the Transaction Documents, on behalf of the Company; (B) delivered to the Lenders at resolutions described in subparagraph (ii) above; and (C) the time Articles of Organization and Operating Agreement of the execution of this Agreement has been validly adopted and has not been amended or modifiedCompany.