Common use of GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION Clause in Contracts

GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Company shall have delivered to the Parent (i) a certificate, dated as of a date no earlier than twenty days prior to the Closing Date, duly issued by the New York Secretary of State, showing that the Company is a subsisting corporation organized under the law of the State of New York and (ii) a franchise tax report duly issued by the New York State Department of Taxation and finance showing that all New York State franchise and/or income tax returns and tax for the Company prior to the date of such certificate have been filed and paid. The Company shall also have delivered to the Parent prior to the Closing a recent copy of the Company's Certificate of Incorporation and all amendments thereto duly certified by the Secretary of State of New York.

GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Company shall have delivered to the Parent (i) a certificateBOL certificates, dated as of a date no earlier than twenty (20) days prior to the Closing Date, duly issued by the New York Secretary of State, showing that State and the Company is a subsisting corporation organized under the law Department of Revenue and Finance of the State of New York and (ii) a franchise tax report duly issued by of any other state in which the New York State Department of Taxation and finance Company is authorized to do business, showing that the Company is in good standing and authorized to do business and that all New York State state franchise and/or income tax returns and tax taxes for the Company for all periods prior to the date dates of such certificate certificates have been filed and paid. The Company shall also have delivered to the Parent BOL prior to the Closing a recent copy of the Company's its Certificate of Incorporation and all amendments thereto duly certified by the Secretary of the State of New York.

GOOD STANDING CERTIFICATES; CERTIFIED COPY OF THE CERTIFICATE OF INCORPORATION. The Company Stockholders shall have delivered to the Parent (i) a certificatecertificates, dated as of a date no earlier than twenty days prior to the Closing Date, duly issued by the New York Secretary of State, showing that State and the Company is a subsisting corporation organized under the law Department of Revenue of the State of New York and (ii) a franchise tax report duly issued by of any other state in which the New York State Department of Taxation and finance Company is authorized to do business, showing that the Company is in good standing and authorized to do business and that all New York State state franchise and/or income tax returns and tax taxes for the Company for all periods prior to the date dates of such certificate certificates have been filed and paid. The Company Stockholders shall also have delivered to the Parent prior to the Closing a recent copy of the Company's Certificate of Incorporation and all amendments thereto duly certified by the Secretary of State of New York.