Certified Charter; Good Standing Sample Clauses

Certified Charter; Good Standing. Purchaser and Holdings shall have delivered to Sellers (i) in the case of Purchaser, (a) a copy of the its Certificate of Incorporation certified by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Date, (b) a true and correct copy of the its bylaws and (c) a corporate good standing certificate from the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Date and (ii) in the case of Holdings, (a) a copy of its Memorandum of Assocation certified by a Governmental Body of the British Virgin Islands as of a date not more than ten (10) days prior to the Closing Date, (b) a true and correct copy of its Articles of Association and (c) a corporate good standing certificate from the Registrar of Corporate Affairs of the British Virgin Islands as of a date not more than ten (10) days prior to the Closing Date.
Sample 1
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Certified Charter; Good Standing. Each Selling Group Member shall have delivered to Buyer: (i) a copy of the articles of incorporation of each Selling Group Member which have been certified by the appropriate Secretary of State in their respective jurisdictions of incorporation, and (ii) corporate good standing certificates from each of their respective jurisdictions of incorporation. Such certificates shall be dated a date not more than forty-five (45) days prior to the Closing Date.
Sample 1
Certified Charter; Good Standing. Each Selling Group Member shall have delivered to each Buying Group Member: (i) a copy of the articles of incorporation or certificate of formation of each Selling Group Member which have been certified by the appropriate Secretary of the States of Delaware, Hawaii, and California, (ii) limited liability company and tax good standing certificates from the States of Delaware, Hawaii, and California, and (iii) corporate good standing certificates from those jurisdictions in which it is qualified to do business. Such certificates shall be dated a date not more than fifteen (15) days prior to the Closing Date.
Sample 1

Related to Certified Charter; Good Standing

  • Certified Charter The Company shall have delivered to the Purchaser a copy of the Company Charter, as in effect as of immediately prior to the Effective Time, certified by the Secretary of State of the State of Delaware as of a date no more than ten (10) Business Days prior to the Closing Date.

  • Charter and Good Standing For each Credit Party, such Person's (a) charter and all amendments thereto, (b) good standing certificates (including verification of tax status) in its state of incorporation and (c) good standing certificates (including verification of tax status) and certificates of qualification to conduct business in each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification, each dated a recent date prior to the Closing Date and certified by the applicable Secretary of State or other authorized Governmental Authority.

  • Certificate of Good Standing Legal Existence; and

  • Organization; Good Standing The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Existence; Good Standing It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation and has all requisite power and authority to own and operate its properties and to conduct its business, as conducted and planned to be conducted as of the date hereof.

  • Incorporation; Good Standing 28 7.1.2. Authorization...............................................29 7.1.3. Enforceability..............................................29 7.2.

  • Organization Documents; Good Standing Each of the following documents:

  • Good Standing The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing of the Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

  • Certificates of Good Standing Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of organization and, to the extent requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business and, to the extent available, a certificate of the relevant taxing authorities of such jurisdictions certifying that such Credit Party has filed required tax returns and owes no delinquent taxes.

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.

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