Common use of Corporate Organization and Qualification Clause in Contracts

Corporate Organization and Qualification. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Purchaser is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing would not have a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Ovid Technologies Inc)

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Corporate Organization and Qualification. Each of Parent and Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Purchaser is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business conducted, by it require such qualification, except where the failure to so qualify or be in good standing would not have a Parent Material Adverse EffectEffect (as defined in Section 8.10).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Wolters Kluwer Us Corp), Agreement and Plan of Merger (Wolters Kluwer Us Corp)

Corporate Organization and Qualification. Each of Parent and Purchaser Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Purchaser Buyer has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business now being conducted, by it require such qualification, except where the failure to so qualify or be in good standing would not have a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Perficient Inc), Asset Purchase Agreement (Perficient Inc)

Corporate Organization and Qualification. Each of Parent and Purchaser Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Purchaser Buyer has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business now being conducted, by it require such qualification, except where the failure to so qualify or be in good standing would not have a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Perficient Inc)

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Corporate Organization and Qualification. Each of Parent and Purchaser Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Purchaser Buyer has the requisite power and authority to own or lease all of its properties and assets and to carry on its business as it is qualified and in good standing as a foreign corporation in each jurisdiction where the properties owned, leased or operated, or the business now being conducted, by it require such qualification, except where the failure to so qualify or be in good standing would not have a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Perficient Inc)

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