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