Good Standing and Tax Certificates. The Sellers shall have delivered to Purchaser (a) copies of the Organizational Documents of each of the Sellers, certified by the Secretary of State of the respective jurisdictions of their incorporation and (b) certificates as to the existence, authorization to do business and tax status of the Sellers and the Practice certified by the appropriate authority in the respective jurisdictions of incorporation and/or qualification in which the Sellers are qualified to do business and conduct the Acquired Businesses.
Good Standing and Tax Certificates. Highland shall have delivered (i) a certificate dated not more than ten days prior to the Closing Date from the appropriate Governmental Authorities to the effect that each of Highland and its Subsidiaries is in good standing under the jurisdiction of its incorporation or organization, (ii) a certificate dated not more than ten days prior to the Closing Date from the appropriate Governmental Authorities to the effect that Highland is qualified to do business in the States of Delaware and California, and (iii) a certificate dated not more than ten days prior to the Closing Date from the department of taxation of (A) the respective states of incorporation or organization of each of Highland and the Subsidiaries of Highland Federal and (B) Delaware and California, as to the tax status of each of Highland and its Subsidiaries in such state.
Good Standing and Tax Certificates. The Company shall have delivered to Cybertec (i) copies of the Company's certificate or articles of incorporation, including all amendments thereto, certified by the secretary of state or other appropriate official of its jurisdiction of incorporation, (ii) certificates from the secretary of state or other appropriate official of the 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, (iii) a certificate from the appropriate official in each jurisdiction in which the Company is qualified to do business to the effect that the Company is in good standing in such jurisdiction, and (iv) a certificate as to the tax status of the Company in the jurisdiction of incorporation.
Good Standing and Tax Certificates. The Stockholder shall have delivered to Paradise and the Purchaser (i) a copy of the Company's Articles of Incorporation, including all amendments, certified by the Secretary of State (or comparable official) of the State of California, (ii) a certificate from the Secretary of State (or comparable official) of the State of California, to the effect that the Company is in good standing in California and (iii) a certificate as to the tax status of the Company in the State of California.
Good Standing and Tax Certificates. The Companies, Doctor and Lynn xxxll have delivered to Purchaser (a) copies of the articles of incorporation or organization (or other comparable document) of each Company and Doctor, including all amendments thereto, certified by the respective Secretary of State of the state of incorporation or organization and (b) certificates as to the existence, authorization to do business and tax status (to the extent available from the respective tax authorities) of each Company and Doctor certified by the appropriate authority in the jurisdiction of incorporation, organization and/or qualification in which such Company or Doctor, as the case may be, is qualified to do business.
Good Standing and Tax Certificates. The Companies shall have delivered to Doctor (a) copies of the articles of incorporation or organization (or other comparable document) of each Company and Doctor, including all amendments thereto, certified by the respective Secretary of State 39 of the state of incorporation or organization and (b) certificates as to the existence, authorization to do business and tax status of each Company certified by the appropriate authority in the jurisdiction of incorporation, organization and/or qualification in which such Company is qualified to do business.
Good Standing and Tax Certificates. The Company shall have received: (i) a copy of the Certificate of Incorporation of Sierra, certified by the Delaware Corporations Department; and (ii) a good standing certificate from the Delaware Secretary of State, to the effect that Sierra is in good standing in such state.
Good Standing and Tax Certificates. Seller and Ultimate shall have delivered to Purchaser (a) copies of Seller's certificate of incorporation, including all amendments thereto, certified by the Secretary of the State of Connecticut; (b) copies of Ultimate's articles of incorporation, including all amendments thereto, certified by the Secretary of the State of New York; (c) a certificate from the Secretary of State or other appropriate official in each state in which Ultimate is qualified to do business to the effect that Ultimate is in good standing in such state; and (d) certificates as to the tax status of Ultimate in the State of New York and each state in which Ultimate is qualified to do business.
Good Standing and Tax Certificates. The Company and the Shareholders shall have delivered to Karts International (i) copies of the Company's certificate or articles of incorporation, including all amendments thereto, certified by the secretary of state or other appropriate official of its jurisdiction of incorporation, (ii) certificates from the secretary of state or other appropriate official of the 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, (iii) a certificate from the appropriate official in each jurisdiction in which the Company is qualified to do business to the effect that the Company is in good standing in such jurisdiction, and (iv) certificates as to the tax status of the Company in the jurisdiction of incorporation and each other jurisdiction in which the Company is qualified to do business.
Good Standing and Tax Certificates. 30 7.5 No Material Adverse Change . . . . . . . . . . . . . . . . . 31 7.6 Consulting Agreement . . . . . . . . . . . . . . . . . . . . 31 7.7
