Common use of Certificates of Good Standing Clause in Contracts

Certificates of Good Standing. At the Closing, the Purchaser shall have delivered to the Corporation certificates issued by the appropriate governmental Authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of the Purchaser and each of its Subsidiaries as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules hereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc), Agreement and Plan of Merger (Synthesis Energy Systems Inc)

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Certificates of Good Standing. At the Closing, the Purchaser Company ----------------------------- shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, standing of the Purchaser Company in its respective jurisdiction of incorporation and in each of its Subsidiaries jurisdiction in which each is qualified to do business as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 2 contracts

Samples: Escrow Agreement (MJD Communications Inc), Escrow Agreement (MJD Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Company shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standingstanding of Peoples, with respect to both the conduct of business and the payment of all Taxes, of the Purchaser Peoples Services and each of its Subsidiaries their subsidiaries in their respective jurisdictions of incorporation and in each jurisdiction in which each is qualified to do business as a foreign corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 2 contracts

Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (Fairpoint Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Company ----------------------------- shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, standing of the Purchaser Company, Telephone and each of its Subsidiaries their subsidiaries in their respective jurisdictions of incorporation and in each jurisdiction in which each is qualified to do business as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 2 contracts

Samples: Consulting Agreement (MJD Communications Inc), Consulting Agreement (MJD Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Company shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, standing of the Purchaser Company and each of its Subsidiaries Affiliates in their respective jurisdictions of incorporation and in each jurisdiction in which each is qualified to do business as a foreign corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 2 contracts

Samples: Indemnity Escrow Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Corporation shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of the Purchaser Corporation and each of its Subsidiaries as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules hereto.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Synthesis Energy Systems Inc), Agreement and Plan of Merger (Synthesis Energy Systems Inc)

Certificates of Good Standing. At the Closing, the Purchaser each Corporation shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxesfranchise taxes, of the Purchaser and each of its Subsidiaries such Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules SCHEDULE 2.1(a) hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)

Certificates of Good Standing. At the Closing, the Purchaser Company shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, standing of the Purchaser Company and Quality in their respective jurisdictions of incorporation and in each of its Subsidiaries jurisdiction in which each is qualified to do business as a foreign corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 1 contract

Samples: Escrow Agreement (MJD Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Company shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standingstanding of Xxxxxx, with respect to both the conduct of business and the payment of all Taxes, of the Purchaser Communications and each of its Subsidiaries their subsidiaries in their respective jurisdictions of incorporation and in each jurisdiction in which each is qualified to do business as a foreign corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 1 contract

Samples: Escrow Agreement (MJD Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Corporation shall ----------------------------- have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxesbusiness, of the Purchaser and each of its Subsidiaries Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state of New Jersey and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Answer Think Consulting Group Inc)

Certificates of Good Standing. At the Closing, the Purchaser each Corporation shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxesfranchise taxes, of the Purchaser and each of its Subsidiaries such Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules SCHEDULE 2.1(A) hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)

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Certificates of Good Standing. At the Closing, the Purchaser Company shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, standing of the Purchaser and each Company in their respective jurisdictions of its Subsidiaries incorporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules heretoDate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Fairpoint Communications Inc)

Certificates of Good Standing. At the Closing, the Purchaser Company shall ------------------------------ have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxesfranchise taxes, of the Purchaser and each of its Subsidiaries Company as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state states and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules Schedules hereto.

Appears in 1 contract

Samples: Escrow Agreement (Charys Holding Co Inc)

Certificates of Good Standing. At the Closing, the Purchaser Corporation shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, of the Purchaser and each of its Subsidiaries Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state of its incorporation and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules Schedule 2.1 hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Marex Com Inc)

Certificates of Good Standing. At the Closing, Closing the Purchaser Corporation ----------------------------- shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxesfranchise taxes, of the Purchaser and each of its Subsidiaries Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state states and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules Schedules hereto.

Appears in 1 contract

Samples: Employment Agreement (Charys Holding Co Inc)

Certificates of Good Standing. At the Closing, the Purchaser Corporation shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxes, standing of the Purchaser and each of its Subsidiaries Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules exhibits hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Valuevision International Inc)

Certificates of Good Standing. At the Closing, the Purchaser Seller -------------------------------- and the Corporation shall have delivered to the Corporation Purchaser certificates issued by the appropriate governmental Authorities authorities evidencing the good standing, with respect to both the conduct of business and the payment of all Taxesfranchise taxes, of the Purchaser Seller and each of its Subsidiaries Corporation as of a date not more than fifteen (15) days prior to the Closing Date as a corporation organized under the laws of the state states and as a foreign corporation authorized to do business under the laws of the jurisdictions listed in the schedules Schedules hereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spiderboy International Inc)

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