Good Standing Certificate. A good standing certificate with respect to each Seller issued by the Secretary of State of the State of California, dated as of a date not more than ten (10) days prior to the Closing Date.

Good Standing Certificate. Good standing certificates with respect to Buyer issued by the Secretary of State of the State of Delaware, dated as of a date no more than ten (10) days prior to the Closing Date.

Good Standing Certificate. A certified copy of a good standing certificate from the jurisdiction of organization of each Seller Party and Guarantor, dated as of no earlier than the date ten (10) Business Days prior to the Effective Date;