Delivery of Good Standing Certificates; Corporate Resolutions Sample Clauses

Delivery of Good Standing Certificates; Corporate Resolutions. AppNet shall have received certificates of good standing with respect to Century issued by Delaware and any other jurisdiction in which Century is required to be qualified in order to conduct business. AppNet shall have received copies of the resolutions of the Stockholders and Century approving the Merger and the other transactions contemplated herein, certified by the appropriate corporate officers.
Sample 1
AutoNDA by SimpleDocs
Delivery of Good Standing Certificates; Corporate Resolutions. The Company shall have received certificates of good standing with respect to AppNet issued by the State of Delaware. The Company shall have received copies of the resolutions of AppNet approving the Stock Purchase and the other transactions contemplated herein, certified by the appropriate corporate officers.
Sample 1
Delivery of Good Standing Certificates; Corporate Resolutions. The Buyer shall have received certificates of good standing with respect to the Seller issued by Delaware and New Jersey and any other jurisdiction in which the Seller conducts business. The Buyer shall have received copies of the resolutions of the Boards of Directors and stockholders of the Seller approving the sale of the Assets and the other transactions contemplated herein, certified by an appropriate corporate officer. The Seller shall have furnished the Buyer with such certificates of the officers of the Seller and others to evidence compliance with the conditions set forth in this Section 7 as may be reasonably requested by the Buyer
Sample 1
Delivery of Good Standing Certificates; Corporate Resolutions. AppNet shall have received a certificate of good standing with respect to I33 issued by the State of New York. AppNet shall have received copies of the resolutions of I33 approving this Agreement and the other transactions contemplated herein, certified by the appropriate corporate officers.
Sample 1
Delivery of Good Standing Certificates; Corporate Resolutions. AppNet shall have received a certificate of good standing with respect to the Company issued by the State of California. AppNet shall have received copies of the resolutions of the Company approving this Agreement and the other transactions contemplated herein, certified by the appropriate corporate officers.
Sample 1
Delivery of Good Standing Certificates; Corporate Resolutions. AppNet shall have received certificates of good standing with respect to Kodiak issued by the Massachusetts, Virginia, Illinois, Connecticut, Colorado and California Secretaries of State. AppNet shall have received copies of the resolutions of Kodiak approving the Stock Purchase and the other transactions contemplated herein, certified by the appropriate corporate officers.
Sample 1
Delivery of Good Standing Certificates; Corporate Resolutions. Kodiak shall have received certificates of good standing with respect to AppNet issued by Delaware and any other jurisdiction in which AppNet is required to be qualified to conduct business. Kodiak shall have received copies of the resolutions of AppNet approving the Stock Purchase and the other transactions contemplated herein, certified by the appropriate corporate officers.
Sample 1
AutoNDA by SimpleDocs

Related to Delivery of Good Standing Certificates; Corporate Resolutions

  • Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • 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.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Good Standing Legal Existence; and

  • Good Standing Certificates The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

  • Good Standing Certificate A certified copy of a good standing certificate from the jurisdiction of organization of Seller, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.

  • Majority of the Certificates Control Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a majority of the Percentage Interest. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a majority of the Percentage Interest at the time of the delivery of such notice.

  • Certificates conclusive Any certificate or determination of the Agent as to any rate of interest or any other amount pursuant to and for the purposes of any of the Security Documents shall, in the absence of manifest error, be conclusive and binding on the Borrowers and on the Banks.

  • Incorporation, Good Standing, and Due Qualification Each of the Borrower and its Subsidiaries is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its assets and to transact the business in which it is now engaged or proposed to be engaged, and is duly qualified as a foreign corporation and in good standing under the laws of each other jurisdiction in which such qualification is required.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

Time is Money Join Law Insider Premium to draft better contracts faster.