Common use of Corporate Good Standing and Corporate Resolutions Clause in Contracts

Corporate Good Standing and Corporate Resolutions. Seller and Shareholders shall deliver to Buyer certificates of good standing from the Secretary of State of its state of organization, and from each jurisdiction in which Seller is qualified to do business, certified copies of the Bylaws and Charter of Seller (all dated the most recent practical date prior to Closing), certified copies of the resolutions of the Board of Directors and Shareholders of Seller authorizing the execution, delivery and consummation of this Agreement and the execution, delivery and consummation of all other agreements and documents executed in connection herewith by them, including all deeds, bills of sale and other instruments required hereunder, sufficient in form and content to meet the requirements of the law of the state of Seller's incorporation relevant to such transactions and certified by officers of Seller to be validly adopted and in full force and effect and unamended as of Closing.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Capstone Pharmacy Services Inc), Asset Purchase Agreement (Capstone Pharmacy Services Inc)

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Corporate Good Standing and Corporate Resolutions. Seller and Shareholders shall Shareholder deliver to Buyer certificates of good standing from the Secretary of State of its state of organization, and from each jurisdiction in which Seller is qualified to do business, certified copies of the Bylaws and Charter of Seller (all dated the most recent practical date prior to Closing), certified copies of the resolutions of the Board of Directors and Shareholders Shareholder of Seller authorizing the execution, delivery and consummation of this Agreement and the execution, delivery and consummation of all other agreements and documents executed in connection herewith by them, including all deeds, bills of sale and other instruments required hereunder, sufficient in form and content to meet the requirements of the law of the state State of Seller's incorporation relevant to such transactions and certified by officers of Seller to be validly adopted and in full force and effect and unamended as of Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Homepatient Inc)

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Corporate Good Standing and Corporate Resolutions. Seller Sellers and Shareholders shall will deliver to Buyer certificates of good standing from the Secretary of State of its state of organization, organization and from each jurisdiction in which Seller is Sellers are qualified to do business, certified copies of the Bylaws and Charter of Seller (all dated the most recent practical date prior to Closing)Sellers, and a certified copies copy of the resolutions of the Board of Directors and Shareholders of Seller Sellers authorizing the execution, delivery and consummation of this Agreement and the execution, delivery and consummation of all other agreements and documents executed in connection herewith by them, including all deeds, bills of sale and other instruments required hereunder, sufficient in form and content to meet the requirements of the law of the state State of Seller's Sellers' incorporation relevant to such transactions and certified by officers of Seller Sellers to be validly adopted and in full force and effect and unamended as of Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Homepatient Inc)

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