definiens: shall mean the duly executed Secretary ’s and Officer ’s Certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser, ( W ) attaching certified copies of the Company ’s organizationaldocuments ( together with any and all amendments thereto ) ; ( X ) attaching certified copies of the resolutions adopted by theboard of directors of the Company authorizing and approving the execution, delivery and performance by the Company of theAgreement and the Bill of Sale and the transactions contemplated herein and therein ; ( Y ) setting forth the incumbency of theofficer or officers of the Company who have executed and delivered the Agreement and the Bill of Sale ; and ( Z ) attachingcopies, certified by such officer as true and complete, of a certificate of the appropriate Governmental Authority of theCompany ’s jurisdiction of formation, stating that the Company is in good standing under the laws of the State of Minnesota