Company Good Standing Certificates. Parent shall have received a certificate from the Delaware Secretary of State certifying that the Company is in good standing and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid.
Company Good Standing Certificates. Acquiror shall have received a certificate from the Delaware Secretary of State and each other State in which the Company is qualified to do business as a foreign corporation certifying that the Company is in good standing.
Company Good Standing Certificates. The Company shall have delivered to the Purchasers (i) certificates from the Secretaries of State of the State of Delaware and the Commonwealth of Massachusetts, dated as of a date within five (5) days of the date of the Closing, with respect to the good standing of the Company in such states, and (ii) certificates from appropriate state officials, dated as of a date within five (5) days of the date of the Closing, with respect to the good standing of the Company’s U.S. Subsidiaries in their respective jurisdictions of organization.
Company Good Standing Certificates. Acquiror shall have received a certificate from the California Secretary of State and each other State or jurisdiction in which the Company or any Company Subsidiary is qualified to do business certifying that the Company or such Company Subsidiary is in good standing and that all applicable taxes and fees of the Company or such Company Subsidiary through and including the Closing Date have been paid.
Company Good Standing Certificates. Buyer shall have received a good standing certificate from the Registrar of Companies of the Cayman Islands and each other jurisdiction in which a Group Company is incorporated; to the extent the “good standing” concept is applicable in the case of any jurisdiction outside the United States.
Company Good Standing Certificates. Magma shall have received a certificate from the Secretary of State of the State of California, dated as of a date within three (3) business days of the Closing Date, certifying that the Company is in good standing.
Company Good Standing Certificates. 39- 8.12 Company Incumbency Certificates . . . . . . . . . . -39- 8.13 Side Letter. . . . . . . . . . . . . . . . . . . . -39- 8.14 Other Reasonable Documents . . . . . . . . . . . . -39- 9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . -39- 9.1 Survival of Representations, Warranties and Agreements . . . . . . . . . . . . . . . . . . . . -39- 9.2 Indemnification by the Sellers . . . . . . . . . . -40- 9.3 Indemnification by the Buyer. . . . . . . . . . . . -42- 9.4 The Sellers' Representative. . . . . . . . . . . . -42- 9.5 Procedure for Indemnification for Third Party Claims . . . . . . . . . . . . . . . . . . . . . . -42-
Company Good Standing Certificates. The Sellers shall deliver to the Buyer a "good standing" certificate for each of MedoNY, MedoCA and MedoMD, evidencing the valid incorporation and good standing of the respective Company in the jurisdiction of its incorporation.
Company Good Standing Certificates. Acquiror shall have received a certificate from the State of Utah and each other State in which the Company or any Subsidiary is qualified to do business as a foreign corporation certifying that the Company or such Subsidiary is in good standing and that all applicable taxes and fees of the Company or such Subsidiary have been paid.
Company Good Standing Certificates. Parent shall have received a certificate from the Office of the Secretary of State of the State of Texas (and each such other state in which each Subsidiary of each Company is formed) and each other State in which either Company or any of its Subsidiaries is qualified to do business as a foreign corporation certifying that each such Company or its Subsidiary, as applicable, is in good standing and that all applicable fees of such Company or Subsidiary through and including the Closing Date have been paid.
