Certificates of Existence or Good Standing Sample Clauses

Certificates of Existence or Good Standing. The Agent and each Lender shall have received (i) long-form certificates as of a recent date of the good standing or existence of the Borrower and each Guarantor under the laws of its state of incorporation and each state where the Borrower and each Guarantor is qualified to transact business, and (ii) where reasonably available, certificates as of a recent date from the department of revenue or other appropriate Governmental Authority of each such state indicating that the Borrower or such Guarantor, as appropriate, has filed all required tax returns and owes no delinquent taxes.
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Certificates of Existence or Good Standing. The Agent and each Lender shall have received (i) long-form certificates as of a recent date of the good standing or existence of the Borrower and each Guarantor under the laws of its state of incorporation or organization and each state where the Borrower and each Guarantor is qualified to transact business, and (ii) where reasonably available on the Closing Date, certificates as of a recent date from the department of revenue or other appropriate Governmental Authority of each such state indicating that the Borrower or such Guarantor, as appropriate, has filed all required tax returns and owes no delinquent taxes; provided that to the extent such certificates are not reasonably available, the Borrower shall deliver such certificates to the Agent within 30 days following the Closing Date.
Sample 1
Certificates of Existence or Good Standing. The Agent and each Lender shall have received certificates (or other confirmation acceptable to the Agent) as of a recent date of the good standing or existence of the Borrower and each Guarantor under the laws of its state of incorporation or organization and, for the Borrower and each Guarantor owning or leasing a Facility, under the laws of each state in which such Facility is located.
Sample 1
Certificates of Existence or Good Standing. The Borrower shall have furnished the Lender with a certificate of existence dated as of a recent date from the Secretary of State of the Commonwealth of Kentucky and a certificate of good standing or existence issued by the Secretary of State of each state in which the Borrower transacts business.
Sample 1
Certificates of Existence or Good Standing. The Sellers shall have delivered to the Buyer Certificates of Existence or Good Standing of Onkyo America and Onkyo America Specialty Products, Inc. issued by the Secretary of State of the State of Indiana and State of Michigan, dated as of the most recent practicable date prior to the Closing.
Sample 1
Certificates of Existence or Good Standing. The Buyer shall have delivered to the Sellers a Certificate of Existence or Good Standing of the Buyer issued by the Secretary of State of the States of Delaware and Florida, dated as of the most recent practicable date prior to the Closing.
Sample 1

Related to Certificates of Existence or Good Standing

  • 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. The state of residence or principal place of business of each Purchaser is set forth on Schedule 1.

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

  • Existence and Good Standing The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, USA.

  • Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Organization and Good Standing Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property to be transferred to Purchaser.

  • 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.

  • Due Organization and Good Standing Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser is qualified to transact business in each jurisdiction in which such qualification is deemed necessary.

  • Incorporation and Good Standing The Company has been duly incorporated or formed and is validly existing and in good standing as a company limited by shares under the laws of the jurisdiction of its formation and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement. As of the Closing, the Company does not own or control, directly or indirectly, any corporation, association or other entity that is not otherwise disclosed in the Disclosure Package.

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

  • Organization, Good Standing, Etc Each Loan Party (i) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization, (ii) has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, in the case of the Borrowers, to make the borrowings hereunder, and to execute and deliver each Loan Document to which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing could reasonably be expected to have a Material Adverse Effect.

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