Common use of Existence; Good Standing; Corporate Authority; Compliance With Law Clause in Contracts

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer (a) is a corporation duly incorporated, validly existing in good standing under the laws of its jurisdiction of incorporation; (b) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (c) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (d) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer is a party or is subject; (e) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (f) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 2 contracts

Samples: Purchase Agreement (Trintech Group PLC), Asset Purchase Agreement (Trintech Group PLC)

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Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer Seller (a) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all any other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer Seller is a party or is subject; (ev) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (fvi) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trintech Group PLC), Purchase Agreement (Trintech Group PLC)

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer Each of VSI and Seller (ai) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all any other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessarynecessary except where the failure to be so qualified would not be material; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in material default with respect to any order Order of any court, governmental authority Governmental Body or arbitration board or tribunal to which Buyer is a party or is subjectboard; (ev) is not in material violation of any laws, ordinances, governmental rules or regulations Legal Requirement to which it is subject; and (fvi) has obtained all material licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hydrochem Industrial Services Inc), Asset Purchase Agreement (Hydrochem International Inc)

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer (ai) is a corporation duly incorporated, validly existing in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessarynecessary except where the failure to be so qualified would not be material; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in material default with respect to any order Order of any court, governmental authority Governmental Body or arbitration board or tribunal to which Buyer is a party or is subject; (ev) is not in material violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (fvi) has obtained all material licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Hydrochem International Inc), Asset Purchase Agreement (Hydrochem Industrial Services Inc)

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer Seller (ai) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all any other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessarynecessary except where the failure to be so qualified would not be material; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in material default with respect to any order Order of any court, governmental authority Governmental Body or arbitration board or tribunal to which Buyer is a party or is subjectboard; (ev) is not in material violation of any laws, ordinances, governmental rules or regulations Legal Requirement to which it is subject; and (fvi) has obtained all material licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valley Systems Inc)

Existence; Good Standing; Corporate Authority; Compliance With Law. Each of Buyer and AZZ (ai) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary, except where the failure to be so licensed or qualified has not had and will not have a material adverse effect on AZZ or the Buyer or their respective assets, operations or financial position; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer or AZZ is a party or is subject; (ev) is not in violation in any material respect of any laws, ordinances, governmental rules or regulations to which it is subject; and (fvi) to Buyer's and AZZ's knowledge, has obtained all licenses, permits and or other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Azz Inc)

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer (ai) is a corporation duly incorporated, validly existing in good standing under the laws a-72684.2 25 of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessarynecessary except where the failure to be so qualified would not be material; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in material default with respect to any order Order of any court, governmental authority Governmental Body or arbitration board or tribunal to which Buyer is a party or is subject; (ev) is not in material violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (fvi) has obtained all material licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Valley Systems Inc)

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Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer Except as set forth on Schedule 3.1 hereof, Seller (ai) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessarynecessary except where the failure be so licensed or qualified would not result in a material adverse affect; (ciii) has all requisite corporate power and authority to own its properties and carry on its business as now conducted; (div) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer Seller is a party or is subject; (ev) is not in violation of any laws, ordinances, governmental rules or regulations to which it is subject; and (fvi) has obtained all licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Azz Inc)

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer Seller (ai) is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (bii) is duly licensed licensed, qualified or qualified registered to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions any jurisdiction in which the character of the properties owned or leased by it therein or in which the transaction of its business makes such qualification necessary; (ciii) has all requisite corporate power and authority to own and operate its properties and carry on its business as now conducted; (div) is not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer Seller is a party or is subject; (ev) is not in violation in any material respect of any laws, ordinances, governmental rules or regulations to which it is subject; and (fvi) has obtained all material licenses, permits and other authorizations and has taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Azz Inc)

Existence; Good Standing; Corporate Authority; Compliance With Law. Buyer and AZZ (ai) is a corporation are corporations duly incorporated, validly existing in good standing organized under the laws of its jurisdiction of incorporationorganization; (bii) is are duly licensed or qualified to do business as a foreign corporation and is in good standing under the laws of all other jurisdictions in which the character of the properties owned or leased by it them therein or in which the transaction of its their business makes such qualification necessary; (ciii) has have all requisite corporate power and authority to own its their properties and carry on its their business as now conducted; (div) is are not in default with respect to any order of any court, governmental authority or arbitration board or tribunal to which Buyer or AZZ is a party or is subject; (ev) is are not in violation of any laws, ordinances, governmental rules or regulations to which it is they are subject; and (fvi) has have obtained all licenses, permits and other authorizations and has have taken all actions required by applicable laws or governmental regulations in connection with its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Azz Inc)

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