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.

A certificate of good standing for the Company issued by the South Carolina Secretary of State’s Office no earlier than ten (10) Business Days prior to the Closing Date.

A good standing certificate for the Buyer issued by the Secretary of State of the State of Delaware no earlier than ten (10) Business Days prior to the Closing Date.

Agent shall have received a certificate of good standing (or equivalent thereof) with respect to each Loan Party (to the extent such concept exists in the relevant jurisdiction), dated as of a recent date, such certificate to be issued by the appropriate authority of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction; # Agent shall have received certificates of insurance, together with the endorsements thereto, as are required by [Section 5.6] of this Agreement, the form and substance of which shall be reasonably satisfactory to Agent;

Foreign Qualification Certificate. Borrower will, within ten (10) Business Days following the date hereof, deliver to Agent a certificate of good standing for Borrower dated during such period on or after the date hereof issued by the Secretary of the State of Texas.

To each [[Organization A:Organization]] Party, a certificate evidencing the good standing of [[Organization A:Organization]] in its jurisdiction of organization as of a date no earlier than ten days prior to the Closing Date.

Good Standing and Tax Lien Certificates. [[Organization B:Organization]] shall have received good standing and Tax Lien certificates for each Loan Party dated not more than thirty (30) days prior to the Closing Date, issued by the Secretary of State or other appropriate official of each Loan Party's (other than the Mexican Loan Parties') jurisdiction of incorporation or formation, as the case may be;

Organization, Good Standing, Qualification, and Authority. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida and is authorized to transact business in the state of Florida. Purchaser has full corporate power and authority to carry on its business as and where now conducted and to own or lease and operate its properties as and where now owned, leased or operated. Purchaser is duly qualified to do business and is in good standing in every jurisdiction in which the property owned, leased or operated by Purchaser or the business to be conducted by Purchaser make such qualification necessary.

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;