Good Standing Certificate. Each of the Sellers shall have delivered to Purchaser a Certificate of Good Standing issued as of a date not more than two (2) Business Days prior to the Closing Date by the appropriate Governmental Entity.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Triumph Bancorp, Inc.)
Good Standing Certificate. Each of the Sellers Seller shall have delivered to Purchaser Buyer a Certificate of Good Standing issued good standing certificate with respect to such Seller and such Seller’s corresponding Newly-Formed LLC, as of a date not no more than two five (25) Business Days days prior to the Closing Date Date, issued by the appropriate Governmental EntitySecretary of State or equivalent officer of the states of such entity’s incorporation or formation, as applicable.
Appears in 2 contracts
Samples: Contribution and Membership Interest Purchase Agreement (DJSP Enterprises, Inc.), Contribution and Membership Interest Purchase Agreement (Chardan 2008 China Acquisition Corp.)
Good Standing Certificate. Each of the Sellers The Seller shall have delivered to Purchaser the Buyer a Certificate good standing certificate of Good Standing issued as of a date not more than two the Seller and the Company dated within five (25) Business Days prior to of the Closing Date by the appropriate Governmental EntityDate.
Appears in 2 contracts
Samples: Membership Interests Purchase Agreement, Membership Interests Purchase Agreement (Uniti Group Inc.)
Good Standing Certificate. Each of the Sellers The Seller shall have delivered to Purchaser the Buyer a Certificate of Good Standing issued good standing certificate with respect to ATG and each Company as of a date not no more than two five (25) Business Days days prior to the Closing Date Date, issued by the appropriate Governmental EntitySecretary of State or equivalent officer of the states of such entity's incorporation or formation, as applicable.
Appears in 2 contracts
Samples: Stock Purchase Agreement (American Technologies Group Inc), Stock Purchase and Sale Agreement (American Technologies Group Inc)
Good Standing Certificate. Each of the Sellers The Seller shall have delivered to Purchaser the Buyer a Certificate good standing certificate with respect to each of Good Standing issued the Company and its Subsidiary as of a date not no more than two five (25) Business Days days prior to the Closing Date Date, issued by the appropriate Governmental EntitySecretary of State or equivalent officer of the states of such entity’s incorporation.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement, Stock Purchase and Sale Agreement (Smith & Wesson Holding Corp)
Good Standing Certificate. Each of the Sellers The Buyer shall have delivered to Purchaser received a Certificate long form good standing certificate from the Secretary of Good Standing issued State (or other similar official) of Seller's state of incorporation or organization and each other jurisdiction set forth in Schedule 3.1(a) hereof, in each case dated as of a date not more earlier than two (2) five Business Days prior to the Closing Date and accompanied by "bring down" certificates or similar assurances dated as of the appropriate Governmental EntityClosing Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (Daisytek International Corporation /De/)
Good Standing Certificate. Each of the The Sellers shall have delivered delivered, or caused to Purchaser be delivered, a Certificate certificate of Good Standing issued good standing (or equivalent certification, as applicable) from the Secretary of a date not more than two State or other appropriate government official of the jurisdiction of formation for each of the Company and the Subsidiary dated within ten (210) Business Days prior to days of the Closing Date by the appropriate Governmental EntityDate.
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Good Standing Certificate. Each of A good standing certificate for the Sellers shall have delivered to Purchaser a Certificate of Good Standing Seller issued as of a date not more than two ten (210) Business Days days prior to the Closing Date by the appropriate Governmental EntitySecretary of States of the Seller’s state of incorporation and each jurisdiction in which the Seller is qualified to do business as a foreign corporation.
Appears in 1 contract
Good Standing Certificate. Each of the Sellers The Seller shall have delivered to the Purchaser a Certificate of Good Standing issued good standing certificate for the Seller as of a date not no more than two (2) Business Days 15 days prior to the Closing Date Date, issued by the appropriate Governmental EntitySecretary of State of the State of New York and each jurisdiction where the conduct of the Seller's business activities necessitates qualification.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wellcare Management Group Inc)
Good Standing Certificate. Each of the Sellers Seller Entity shall have delivered to Purchaser Buyer and Parent a Certificate certificate of Good Standing issued as good standing with respect to such Seller Entity from the Secretary of a date not more than two State of such Seller Entity’s jurisdiction of organization, which certificate shall be dated within five (25) Business Days prior to days before the Closing Date by the appropriate Governmental EntityDate.
Appears in 1 contract
Samples: Asset Purchase Agreement (ONE Group Hospitality, Inc.)
Good Standing Certificate. Each Buyer shall have received a Certificate (s) of good standing of Seller dated within ten ( 10) days before the Closing, issued by the Secretaries of State of the Sellers shall have delivered jurisdictions in which Seller is qualified to Purchaser a Certificate of Good Standing issued as of a date not more than two (2) Business Days prior to the Closing Date by the appropriate Governmental Entitytransact business.
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