Authority Documents

Authority Documents. (a) A copy, certified by the Secretary or Assistant Secretary of the Company, of the Articles of Incorporation of the Company; (b) A certificate of status of the Company issued by the Secretary of State of the Commonwealth of Kentucky; (c) A copy, certified by the Secretary or Assistant Secretary, of the Bylaws of the Company; (d) A copy, certified by the Secretary or Assistant Secretary of the Company, of the resolutions of the board of directors of the Company and any committee thereof authorizing the execution, delivery and performance of the Transaction Documents; (e) An incumbency certificate of the Secretary or Assistant Secretary of the Company certifying the names of the officer or officers of the Company authorized to sign the Transaction Documents and the other documents provided for in this Agreement; and (f) The opinion of Wyatt, Tarrant & Combs, LLP, counsel to the Company, dated as of the Closing Date, substantially in the form set forth at Exhibit B attached hereto addressed to the Purchasers and Placement Agent (provided that opinions regarding the enforceability of the Transaction Documents under New York law may be given by New York counsel).