Good Standing and Other Certificates. USAVE and each of its subsidiaries, as the case may be, shall have delivered to BETA :
(a) copies of certificates of incorporation, all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation;
(b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that USAVE and each of its subsidiaries are in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, on file;
(c) a copy of the bylaws each of USAVE and each of its subsidiaries, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date.
(d) a resolution of USAVE ’s Board of Directors certified by their respective Secretary approving the transactions contemplated hereby and authorizing the President and Secretary of each entity to execute this Agreement and all documents necessary to consummate the sale of the Shares.
Good Standing and Other Certificates. Seller shall have delivered to Buyer (A) a copy of the Company’s Certificate of Incorporation as in effect on the Closing Date, including all amendments thereto, certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation, (B) a certificate from the Secretary of State or other appropriate official of its jurisdiction of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents of the Company on file, (C) a certificate from the Secretary of State or other appropriate official in each State in which the Company is qualified to do business to the effect that the Company is in good standing in such State, (D) a certificate as to the tax status of the Company from the appropriate official in its jurisdiction of incorporation and each State in which the Company is qualified to do business and (E) a copy of the By-Laws of the Company, certified by the Secretary of the Company as being true and correct and in effect on the Closing Date;
Good Standing and Other Certificates. The Purchaser shall have received (a) copies of the charter, including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of the jurisdiction of incorporation of the Company, (b) a certificate from the Secretary of State or other appropriate official of the jurisdiction of incorporation of the Company to the effect that the Company is in good standing and listing all charter documents of the Company on file, (c) a certificate from the Secretary of State or other appropriate official in each State in which the Company is qualified to do business to the effect that the Company is in good standing in such State and (d) a copy of the By-Laws of the Company certified by the Secretary of the Company as being true and correct and in effect on the Closing Date.
Good Standing and Other Certificates. Acquiror shall have ------------------------------------ received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence of Target and its Subsidiaries and such other documents and certificates to evidence fulfillment of the conditions set forth in SECTIONS 5.1 and 5.2 as Acquiror may reasonably require.
Good Standing and Other Certificates. Heritage shall have ------------------------------------ received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence of SouthBanc and its Subsidiaries and such other documents and certificates to evidence fulfillment of the conditions set forth in Sections 5.1 and 5.3 as Heritage may reasonably require.
Good Standing and Other Certificates. The Shareholders shall have delivered to the Purchaser:
(a) copies of the Company's charter including all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation;
(b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that the Company is in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, of the Company's charter documents on file;
(c) a copy of the By-Laws of the Company, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date.
(d) a resolution of the Company's Board of Directors certified by their respective Secretary approving the transactions contemplated hereby.
Good Standing and Other Certificates. CHP shall have delivered to Five Arrows a certificate from the Secretary of State or other appropriate official of the State of Maryland, and such other states as applicable to the effect that CHP and each of CHP's Subsidiaries are in good standing or subsisting in each such State and listing all charter documents of CHP and each of CHP's Subsidiaries on file with each such State.
Good Standing and Other Certificates. Columbia shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence of each Freehold Entity and such other documents and certificates to evidence fulfillment of the conditions set forth in Sections 6.1 and 6.2 as Columbia may reasonably require.
Good Standing and Other Certificates. Target shall have received certificates (such certificates to be dated as of a day as close as practicable to the Closing Date) from appropriate authorities as to the corporate existence of Acquiror and such other documents and certificates to evidence fulfillment of the conditions set forth in Sections 5.1 and 5.3 as Target may reasonably require.
Good Standing and Other Certificates. MSSI shall deliver to SSI a Secretary's certificate, which shall be attached hereto as Exhibit 6.1, with the following attached as exhibits:
(a) copies of certificates of incorporation, all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorporation or organization;
(b) a certificate from the Secretary of State or other appropriate official of the jurisdiction of incorporation to the effect that MSSI is in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, on file;
(c) a copy of the bylaws of MSSI, certified by the Secretary as being true and correct and in effect on the Closing.
(d) a resolution of MSSI's shareholders certified by MSSI's Secretary approving the transactions contemplated hereby .
