Common use of Good Standing and Other Certificates Clause in Contracts

Good Standing and Other Certificates. USAVE and each of its subsidiaries, as the case may be, shall have delivered to BETA : (a) copies of certificates of incorporation, all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorpora­tion; (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that USAVE and each of its subsidiaries are in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, on file; (c) a copy of the bylaws each of USAVE and each of its subsidiaries, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date. (d) a resolution of USAVE ’s Board of Directors certified by their respective Secretary approving the transactions contem­plated hereby and authorizing the President and Secre­tary of each entity to execute this Agreement and all documents necessary to consummate the sale of the Shares.

Good Standing and Other Certificates. USAVE Acquiree and each of its subsidiaries, as the case may be, subsidiaries shall have delivered to BETA Sentry: (a) copies of certificates of incorporation, all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorpora­tionincorporation; (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that USAVE Acquiree and each of its subsidiaries are in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, on file; (c) a copy of the bylaws By-Laws each of USAVE Acquiree and each of its subsidiaries, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date. (d) a resolution of USAVE ’s Acquiree's Board of Directors certified by their respective Secretary approving the transactions contem­plated contemplated hereby and authorizing the President and Secre­tary Secretary of each entity to execute this Agreement and all documents necessary to consummate the sale exchange of the Shares.

Good Standing and Other Certificates. USAVE Decorate and each member of its subsidiariesconsolidated group, as the case may be, shall have delivered to BETA Guidelocator: (a) copies of certificates of incorporation, all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorpora­tionincorporation; (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that USAVE Decorate and each member of its subsidiaries consolidated group are in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, on file; (c) a copy of the bylaws each By-Laws of USAVE Decorate and each member of its subsidiariesconsolidated group, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date. (d) a resolution of USAVE ’s Decorate's Board of Directors certified by their respective Secretary approving the transactions contem­plated contemplated hereby and authorizing the President and Secre­tary Secretary of each entity to execute this Agreement and all documents necessary to consummate the sale of the Shares.

Good Standing and Other Certificates. USAVE NYBD and each of its subsidiaries, as the case may be, shall have delivered to BETA LEAGUE NOW : (a) copies of certificates of incorporation, all amendments thereto, in each case certified by the Secretary of State or other appropriate official of its jurisdiction of incorpora­tionincorporation; (b) a certificate from the Secretary of State or other appropriate official of their respective jurisdictions of incorporation to the effect that USAVE NYBD and each of its subsidiaries are in good standing or subsisting in such jurisdiction and listing all charter documents including all amendments thereto, on file; (c) a copy of the bylaws each of USAVE NYBD and each of its subsidiaries, certified by the respective Secretary of each entity as being true and correct and in effect on the Closing Date. (d) a resolution of USAVE NYBD ’s Board of Directors certified by their respective Secretary approving the transactions contem­plated contemplated hereby and authorizing the President and Secre­tary Secretary of each entity to execute this Agreement and all documents necessary to consummate the sale of the Shares.