Due Incorporation and Good Standing. AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.
Organization, Good Standing and Qualification. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have an Buyer Material Adverse Effect (as defined herein). Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not have an Buyer Material Adverse Effect. Buyer and each of its Subsidiaries (including the Merger Sub) is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so duly qualified or licensed and in good standing would not have an Buyer Material Adverse Effect.
Good Standing of the Company. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, operate and lease its properties and assets and to carry on its businesses in the same manner as such businesses are now being conducted. The Company is not qualified as a foreign corporation to do business in any other jurisdiction and is not required to be so qualified.
As used in this Agreement, “JRSIS Material Adverse Effect” means any material adverse change in, or material adverse effect on, the business, financial, condition or operations of JRSIS and its Subsidiaries, taken as a whole which would prevent JRSIS from operating in substantially the same manner as presently.
a Certificate of Existence with Status of Good Standing (or its equivalent) for the Seller, certified as of the most recent practicable day by the Secretary of State of the State of Nevada; and
certificate of existence of the Secretary of State of California, certifying as of a recent date that the Company is duly organized, validly existing and in good standing under the laws of that State;
to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization;
A certificate dated as of a recent date from the Secretary of State of the State of West Virginia and, to the effect that Seller validly exists and is in good standing in such jurisdiction.
A certificate of the Secretary of State of each applicable state, dated within ten Business Days prior to the applicable Closing Date, to the effect that the General Partner, the Partnership and each Material Subsidiary is in good standing (or certificate of similar import) in its jurisdiction of formation;
Attached hereto as [Exhibit D] are complete and correct copies as of a recent date of the certificate of good standing for the Company, the certificate of existence for of North Carolina, LLC and the certificates of fact for each of [[Organization B:Organization]], [[Organization C:Organization]] and [[Organization D:Organization]].
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