Good Standing and Tax Certificates Clause Samples
The Good Standing and Tax Certificates clause requires a party to provide evidence that it is properly registered, authorized to do business, and current on all required tax filings and payments. Typically, this involves furnishing official certificates from relevant government authorities confirming the party’s legal status and tax compliance. This clause ensures that all parties involved are legitimate, financially responsible, and in compliance with applicable laws, thereby reducing the risk of legal or financial complications during the course of the agreement.
Good Standing and Tax Certificates. Highland shall have delivered (i) a certificate dated not more than ten days prior to the Closing Date from the appropriate Governmental Authorities to the effect that each of Highland and its Subsidiaries is in good standing under the jurisdiction of its incorporation or organization, (ii) a certificate dated not more than ten days prior to the Closing Date from the appropriate Governmental Authorities to the effect that Highland is qualified to do business in the States of Delaware and California, and (iii) a certificate dated not more than ten days prior to the Closing Date from the department of taxation of (A) the respective states of incorporation or organization of each of Highland and the Subsidiaries of Highland Federal and (B) Delaware and California, as to the tax status of each of Highland and its Subsidiaries in such state.
Good Standing and Tax Certificates. The Sellers shall have delivered to Purchaser (a) copies of the Organizational Documents of each of the Sellers, certified by the Secretary of State of the respective jurisdictions of their incorporation and (b) certificates as to the existence, authorization to do business and tax status of the Sellers and the Practice certified by the appropriate authority in the respective jurisdictions of incorporation and/or qualification in which the Sellers are qualified to do business and conduct the Acquired Businesses.
Good Standing and Tax Certificates. The Stockholder shall have delivered to Paradise and the Purchaser (i) a copy of the Company's Articles of Incorporation, including all amendments, certified by the Secretary of State (or comparable official) of the State of California, (ii) a certificate from the Secretary of State (or comparable official) of the State of California, to the effect that the Company is in good standing in California and (iii) a certificate as to the tax status of the Company in the State of California.
Good Standing and Tax Certificates. The Company shall have delivered to Cybertec (i) copies of the Company's certificate or articles of incorporation, including all amendments thereto, certified by the secretary of state or other appropriate official of its jurisdiction of incorporation, (ii) certificates from the secretary of state or other appropriate official of the 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, (iii) a certificate from the appropriate official in each jurisdiction in which the Company is qualified to do business to the effect that the Company is in good standing in such jurisdiction, and (iv) a certificate as to the tax status of the Company in the jurisdiction of incorporation.
Good Standing and Tax Certificates. Starcom or the Stockholders shall have delivered to IndeNet: (a) a copy of Starcom's Certificate of Incorporation, including all amendments, certified by the Secretary of State of the State of Delaware; (b) a certificate from the Secretary of State of the State of Delaware and each state in which Starcom is qualified as a foreign corporation to do business, to the effect that such corporation is in good standing in such state; and (c) a certificate as to the tax status of Starcom in the State of Delaware and each state in which it is qualified as a foreign corporation to do business.
Good Standing and Tax Certificates. Olympic shall have delivered to the Shareholders: (a) a copy of Olympic's Certificate of Incorporation, including all amendments, certified by the Secretary of State of the State of Delaware; (b) a certificate from the Secretary of State of the State of Delaware and each state in which Olympic is qualified as a foreign corporation to do business, to the effect that Olympic is in good standing in such state, and (c) a certificate as to the tax status of Olympic in the State of Delaware and each state in which it is qualified as a foreign corporation to do business.
Good Standing and Tax Certificates. The Companies, Doctor and Lynn ▇▇▇ll have delivered to Purchaser (a) copies of the articles of incorporation or organization (or other comparable document) of each Company and Doctor, including all amendments thereto, certified by the respective Secretary of State of the state of incorporation or organization and (b) certificates as to the existence, authorization to do business and tax status (to the extent available from the respective tax authorities) of each Company and Doctor certified by the appropriate authority in the jurisdiction of incorporation, organization and/or qualification in which such Company or Doctor, as the case may be, is qualified to do business.
Good Standing and Tax Certificates. Design Analysis shall have delivered to TeraGlobal (a) copies of Design Analysis's articles of incorporation, including all amendments thereto, certified by the corporate Secretary of Design Analysis, (b) certificates from the Secretary of State or other appropriate official of the State of Utah to the effect that Design Analysis is in good standing or existing in such jurisdiction and listing all charter documents of Design Analysis on file, (c) a certificate from the Secretary of State or other appropriate official in each state in which Design Analysis is qualified to do business to the effect that Design Analysis is in good standing in such state and (d) certificates as to the tax status of Design Analysis in the State of Utah and each state in which Design Analysis is qualified to do business.
Good Standing and Tax Certificates. 30 7.5 No Material Adverse Change . . . . . . . . . . . . . . . . . 31 7.6 Consulting Agreement . . . . . . . . . . . . . . . . . . . . 31 7.7
Good Standing and Tax Certificates. LHF or the Shareholders shall have delivered to Olympic: (a) a copy of LHF's Articles of incorporation, including all amendments, certified by the Secretary of State of the State of California; (b) a certificate from the Secretary of State of the State of California and each state in which LRF is qualified as a foreign corporation to do business, to the effect that such corporation is in good standing in such state; and (c) a certificate as to the tax status of LHF in the State of California and each state in which it is qualified as a foreign corporation to do business.