QUALIFICATION AND CORPORATE EXISTENCE. The Company shall deliver to Purchaser (i) certificates of the Secretary of State of the State of Delaware, dated within ten (10) days prior to the Closing Date, stating that the Company and each of the Subsidiaries are corporations in good standing under the laws of the State of Delaware, and have paid all applicable franchise and other fees and Taxes due to such state and (ii) certificates of the appropriate officials of the states and foreign jurisdictions listed on Schedule 2.03, each dated not more than ten (10) days prior to the Closing Date, stating that each of the Company and each of the Subsidiaries is duly qualified and in good standing to transact business as a foreign corporation as stated in Section 2.03 in each such state and foreign jurisdiction and has paid all applicable franchise and other fees and Taxes due to each such state and foreign jurisdiction.
QUALIFICATION AND CORPORATE EXISTENCE. On the Closing Date, Seller shall deliver to Purchaser (i) a certificate of the Secretary of State of the State of Delaware, dated not more than ten days before the Closing Date, stating that the Company is a corporation in existence under the laws of such state and has paid all applicable Taxes due to such state; and (ii) certificates of the appropriate officials of the jurisdictions listed on Schedule 2.3(a), each dated not more than ten days before the Closing Date, stating that the Company is duly qualified and in good standing to transact business as a foreign corporation and has paid all applicable Taxes due in each such jurisdiction.
QUALIFICATION AND CORPORATE EXISTENCE. The Company shall deliver to Purchaser (i) certificates of the Secretary of State of each jurisdiction of incorporation, dated within ten (10) days prior to the Closing Date, stating that the Company and each of its Subsidiaries, as the case may be, is a corporation in good standing under the laws of such jurisdiction, and has paid all applicable franchise and other fees and Taxes due to such jurisdiction and (ii) certificates of the appropriate officials of the states and foreign jurisdictions listed on Schedule 2.03, each dated not more than ten (10) days prior to the Closing Date, stating that the Company and each of its Subsidiaries is duly qualified and in good standing to transact business as a foreign corporation as stated in Section 2.03 in each such state and foreign jurisdiction and has paid all applicable franchise and other fees and Taxes due to each such state and foreign jurisdiction. Purchaser shall deliver to the Shareholders a certificate of the Secretary of State for the State of Florida dated within ten (10) days prior to the Closing Date, stating that the Purchaser is a corporation in good standing under the laws of such jurisdiction.
QUALIFICATION AND CORPORATE EXISTENCE. Seller shall deliver to Purchaser certificates of the Secretary of State of the State of Florida, dated not more than ten (10) days before the Closing Date, stating that Seller is a limited liability company in existence under the laws of such state, is in good standing, active and has paid all applicable Taxes due to such state.
QUALIFICATION AND CORPORATE EXISTENCE. Each of the Sellers shall deliver to Purchaser certificates of the Secretary of State of the jurisdiction of its organization, dated within ten (10) days prior to the Closing Date, stating that each of the Sellers is a corporation in good standing.
QUALIFICATION AND CORPORATE EXISTENCE. 23 5.17 PURCHASER'S ASSISTANCE TO SELLER..................................................23
QUALIFICATION AND CORPORATE EXISTENCE. (a) Seller shall deliver to Purchaser (i) certificates of the Secretary of State of the State of Indiana stating that Seller is a corporation in existence under the Laws of such state and has paid all applicable Taxes due to such state and (ii) certificates of the appropriate officials of the states and foreign jurisdictions listed on Schedule 3.02(a), each dated not more than ten (10) days prior to the Closing Date, stating that Seller is duly qualified and in good standing to transact business as a foreign corporation as stated in Section 3.02 of this Agreement in each such state or foreign jurisdiction and has paid all applicable Taxes due to each such state or foreign jurisdiction.
(b) Xxxx and Purchaser shall deliver to Seller certificates of the Secretary of State of the State of Georgia dated not more than ten (10) days prior to the Closing Date, stating that Xxxx or Purchaser, as the case may be, is a corporation in existence under the laws of such state. Purchaser shall deliver to Seller a certificate of the Secretary of State of the State of Indiana dated not more than ten (10) days prior to the Closing Date, stating that Purchaser is a corporation qualified or licensed to do business as a foreign corporation under the laws of such state.
QUALIFICATION AND CORPORATE EXISTENCE. Each of the Sellers shall deliver to Purchaser (i) certificates of the Secretary of State of the State of Delaware, dated within ten (10) days prior to the Closing Date, stating that each of the Sellers is a corporation in good standing under the laws of the State of Delaware, and has paid all applicable franchise and other fees and Taxes due to such state and (ii) certificates of the appropriate officials of the states and foreign jurisdictions listed on Schedule 3.02, each dated not more than ten (10) days prior to the Closing Date, stating that each of the Sellers is duly qualified and in good standing to transact business as a foreign corporation as stated in Section 3.02 in each such state and foreign jurisdiction and has paid all applicable franchise and other fees and Taxes due to each such state and foreign jurisdiction.
QUALIFICATION AND CORPORATE EXISTENCE. 29 6.10 Public Announcements. . . . . . . . . . . . . . . . . . . . 29 6.11 Confidentiality . . . . . . . . . . . . . . . . . . . . . . 30 6.12
QUALIFICATION AND CORPORATE EXISTENCE. The Company shall deliver to ActaMed and SubCorp (a) a certificate of the Secretary of State of the State of Nevada, dated as of a date no more than ten (10) business days prior to the Closing Date, stating that the Company is a corporation in good standing under the laws of such state and has paid all applicable franchise or other fees and taxes due to such state and (b) certificates of the appropriate officials of the State of Minnesota, all dated as of a date no more than ten (10) business days prior to the Closing Date, stating that the Company is duly qualified and in good standing to transact business as a foreign corporation as stated in SECTION 4.3 of this Agreement in such state and has paid all applicable franchise or other fees and taxes due to each such state.
