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. 16 5.13 Repayment of Debts to Seller....................................................................16 5.14
QUALIFICATION AND CORPORATE EXISTENCE. (a) Seller shall deliver to Purchaser (i) a certificate of the Secretary of State of the State of North Carolina, dated not more than ten (10) days before the Effective Time, stating that Seller is a corporation in existence under the Laws of such state and has paid all applicable Taxes due to such state in connection therewith and (ii) certificates of the appropriate officials of the states and foreign jurisdictions listed on Schedule 3.1, each dated not more than ten (10) days before the Effective Time, stating that Seller is duly qualified and in good standing to transact business as a foreign corporation as stated in Section 3.1 in each such state or foreign jurisdiction and has paid all applicable Taxes due to each such state or foreign jurisdiction in connection therewith.
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.
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.
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. 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.
