definiens: as defined in Section 1445 of the Code;(d ) a completed and properly executed IRS Form W-9 ( or the appropriate version of IRS Form W-8 ( as and if applicable))from Seller and from each other Person entitled to receive any payment pursuant to this Agreement;(e ) a certificate ( the ) dated as of the Closing Date, signed by the Secretary of Seller, certifyingas to ( i ) an attached copy of the organizational documents of Seller and stating that such organizational documents have not beenamended, modified, revoked or rescinded, ( ii ) an attached copy of the resolutions of the board of directors of Seller authorizing andapproving the execution, delivery and performance of, and the consummation of, this Agreement and each Ancillary Document and theconsummation of the Transactions and stating that such resolutions have not been amended, modified, revoked or rescinded and ( iii ) anattached copy of the resolutions of the stockholders of Seller authorizing and approving the execution, delivery and performance of, andthe consummation of, this Agreement and each Ancillary Document and the consummation of the Transactions and stating that suchresolutions have not been amended, modified, revoked or rescinded;(f ) good standing certificates from the Secretary of State of any State in which Seller is qualified to do business, datedwithin 3 business days prior to the Closing Date;(g ) counterpart signature pages to each Stockholder Agreement, duly executed by Seller;(h ) employment offer letters, duly executed by each employee of Seller to whom such offer letter is addressed that hasaccepted an offer of employment with Purchaser following the Closing ; 37(i ) one or more CD ROMS or flash drive containing electronic copies of the data room as of the Closing;(j ) payoff letters with respect to all Indebtedness ; and(k ) evidence reasonably satisfactory to Purchaser of the termination of all outstanding Encumbrances ( except forPermitted Encumbrances ) on the Transferred Assets