Common use of Good Standing and Other Certificates Clause in Contracts

Good Standing and Other Certificates. Seller shall have delivered to Buyer (A) a copy of the Company’s Certificate of Incorporation as in effect on the Closing Date, including all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (B) a certificate from the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company on file, (C) a certificate from the Secretary of State or other appropriate official in each State in which the Company is qualified to do business to the effect that the Company is in good standing in such State, (D) a certificate as to the tax status of the Company from the appropriate official in its jurisdiction of incorporation and each State in which the Company is qualified to do business and (E) a copy of the By-Laws of the Company, certified by the Secretary of the Company as being true and correct and in effect on the Closing Date;

Good Standing and Other Certificates. Seller The Sellers shall have delivered to Buyer the Purchaser (Aa) a copy copies of the certificate of incorporation or other organizational documents of the Company’s Certificate of Incorporation as in effect on the Closing Date, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its the jurisdiction of incorporationorganization, (Bb) a certificate certificates from the Secretary of State or other appropriate official of its the relevant jurisdiction of incorporation organization of the Company to the effect that the Company such entity, is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company on file, (Cc) a certificate certificates from the Secretary of State or other appropriate official in each State jurisdiction in which the character or location of the properties owned or leased by the Company is qualified or the nature of its business makes qualification to do business necessary, to the effect that the Company is in good standing in such Statejurisdictions, (Dd) a certificate as to the tax status of the Company from the appropriate official officials in its the jurisdiction of incorporation and each State in which the Company is qualified to do business of such entity, and (Ee) a copy of the By-Laws of the Company, certified by the Secretary of the Company such entity as being true and correct and in effect on the Closing Date;.

Good Standing and Other Certificates. Seller The Purchasers shall have delivered to Buyer received (Aa) a copy copies of the Company’s Certificate of Incorporation as in effect on the Closing Datecharter, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its the jurisdiction of incorporationincorporation of each of the Companies, (Bb) a certificate from the Secretary of State or other appropriate official of its the jurisdiction of incorporation of each of the Companies to the effect that the such Company is in good standing or subsisting in such jurisdiction and listing all charter documents of the such Company on file, (Cc) a certificate from the Secretary of State or other appropriate official in each State in which each of the Company Companies is qualified to do business to the effect that the such Company is in good standing in such State, (Dd) to the extent available, a certificate as to the tax status of each of the Company Companies from the appropriate official in its jurisdiction of incorporation and each State state in which the such Company is qualified to do business and (Ee) a copy of the By-Laws Bylaws of each of the Company, Companies certified by the Secretary of the such Company as being true and correct and in effect on the Closing Date;.

Good Standing and Other Certificates. Seller As of the Closing Date, the Company shall have delivered to Buyer FACO (Ai) a copy certificate from the Chief Executive Officer of the Company, dated the Closing Date, in the form attached as Exhibit E, (ii) copies of the Company’s Certificate certificate of Incorporation as in effect on the Closing Date, incorporation including all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporationDelaware, (Biii) a certificate from the Secretary of State or other appropriate official of its the Company’s jurisdiction of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company on file, (Civ) a certificate from the Secretary of State or other appropriate official in each State in which the Company is qualified to do business to the effect that the Company is in good standing in such State, (Dv) a certificate as to the tax status of the Company from the appropriate official in its jurisdiction of incorporation and each State in which the Company is qualified to do business and (Evi) a copy of the By-Laws bylaws of the Company, certified by the Secretary of the Company as being true and correct and in effect on the Closing Date;.