Good Standing; Qualification to Do Business. The Purchaser shall have received good standing certificates for the Company and for each Subsidiary from the secretary of state of the jurisdiction in which each such entity is incorporated or organized dated as of a date not earlier than five Business Days prior to the Closing Date and accompanied by bring-down telegrams dated the Closing Date;
Good Standing; Qualification to Do Business. The Company shall have delivered to the Purchasers certificates of good standing with respect to the Company dated as of a date no earlier than 15 days prior to the any the Closing from the jurisdiction of incorporation of the Company and from each jurisdiction in which it has qualified to do business and evidence of telephone confirmation thereof as of the close of business immediately prior to the Closing Date.
Good Standing; Qualification to Do Business. The Company shall have delivered to the Purchasers certificates of good standing from the following jurisdictions with respect to the Company and each Subsidiary Guarantor dated as of a date no earlier than 15 days prior to the Closing:
Good Standing; Qualification to Do Business. The Company shall have delivered to Purchaser certificates of good standing and existence of the Company from the State of Ohio and each jurisdiction in which it has qualified to do business dated as of a date no earlier than fifteen (15) days prior to the Closing.
Good Standing; Qualification to Do Business. The Company is a corporation duly organized and validly existing under the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland, with full power and authority to conduct its business as described in the Memorandum and to enter into this Agreement and to perform the transactions contemplated hereby; this Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles, and except to the extent that the enforceability of the indemnity provisions contained in Section 8 of this Agreement may be limited under applicable securities laws. The Company has qualified to do business and is in good standing in every jurisdiction in which the ownership or leasing of its properties or the nature or conduct of its business, as described in the Memorandum, requires such qualification, except where the failure to do so would not have a material adverse effect on the business, properties, management, financial position, results of operations or cash flows of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
Good Standing; Qualification to Do Business. The Company shall use its reasonable best efforts to obtain good standing certificates for the Company from the responsible official of the jurisdiction in which such entity is incorporated or organized and from the responsible official in each other jurisdiction in which the properties owned or leased by the Company, or the operation of its business in such jurisdiction, requires the Company to qualify to do business as a foreign corporation, in each case dated not more than 30 days after the Closing Date.
Good Standing; Qualification to Do Business. The Parent shall ------------------------------------------- have received a certificate of legal existence for the Company from the Secretary of State of the Commonwealth of Massachusetts, dated as of a date reasonably proximate to the Closing Date, and telephonic confirmation thereof on the Closing Date.
Good Standing; Qualification to Do Business. The Purchaser shall have received good standing certificates for the Company, for Xxxxx and for each other Subsidiary from the secretary of state of the jurisdiction in which each such entity is incorporated or organized and from the secretary of state of each other jurisdiction in which the properties owned or leased by any of the Company, Xxxxx or any other Subsidiary, or the operation of its business in such jurisdiction, requires the Company or Xxxxx or any other Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than fifteen (15) Business Days prior to the Closing Date and accompanied by bring-down telegrams dated the Closing Date.
Good Standing; Qualification to Do Business. The Parent shall have delivered to the Agent, acting on behalf of the Purchasers, certificates of good standing with respect to each Borrower dated as of a date no earlier than 15 days prior to the any such Closing from the jurisdiction of incorporation of such Borrower.
Good Standing; Qualification to Do Business. The Sellers shall have received good standing certificates for MS and for each MS Subsidiary from the secretary of state of the jurisdiction in which each such entity is incorporated or organized and from the secretary of state in each other jurisdiction in which the properties owned or leased by any of MS or any MS Subsidiary, or the operation of its business in such jurisdiction, requires MS or any MS Subsidiary to qualify to do business as a foreign corporation, in each case dated as of a date not earlier than five Business Days prior to the Closing Date and accompanied by bring-down telegrams dated the Closing Date;
