Common use of ACQUIREE Clause in Contracts

ACQUIREE. ACQUIREE is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereunder and to own and operate its businesses as presently conducted, except where the failure to be or have any of the foregoing would not have a material adverse effect. ACQUIREE is duly qualified as a foreign company or other entity to do business and is in good standing in each jurisdiction where the character of its properties owned or held under lease or the nature of its activities makes such qualification necessary, except for such failures to be so qualified or in good standing as would not, individually or in the aggregate, have a material adverse effect. The Articles of Incorporation of ACQUIREE and all Amendments thereto as presently in effect, and the Bylaws of ACQUIREE as presently in effect, both of which shall be certified by the Secretary of ACQUIREE, have been delivered to ACQUIROR and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto. (ii) OWNERS. OWNERS are each duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization. OWNERS each have the requisite corporate power and authority to enter into this Agreement and consummate the transactions contemplated hereunder.