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. 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 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. 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. Seller shall have provided Buyer with certificates as to the good standing of Seller dated not earlier than the fifth (5th) Business Day prior to the Closing Date executed by the appropriate official from the state of its organization and each other jurisdiction in which Seller is licensed or qualified to do business. Seller shall use commercially reasonable efforts to obtain at or prior to the Closing certificates as to the payment of all Taxes by Seller from the appropriate taxing authorities in such jurisdictions that no Taxes are due for which Buyer could have liability as a result of the acquisition of the Purchased Assets; provided, however, that certificates regarding payment of Taxes and no Tax liability shall be required only from those jurisdictions that make such information available; and provided, further, that to the extent it is not possible to obtain such certificates prior to the Closing, Seller shall continue to use commercially reasonable efforts to obtain the same as soon as reasonably practicable following the Closing.
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.
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. 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. The Company shall have received: (i) a copy of the Certificate of Incorporation of Sierra, certified by the Delaware Corporations Department; and (ii) a good standing certificate from the Delaware Secretary of State, to the effect that Sierra is in good standing in such state.
Good Standing and Tax Certificates. The Company and the Shareholders shall have delivered to Karts International (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) certificates as to the tax status of the Company in the jurisdiction of incorporation and each other jurisdiction in which the Company is qualified to do business.
