Common use of Organization and Qualification of Seller Clause in Contracts

Organization and Qualification of Seller. Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all necessary corporate or entity power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted and contemplated to be conducted through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 3 contracts

Samples: Asset Purchase Agreement (SOCIAL REALITY, Inc.), Asset Purchase Agreement (Jupiter Wellness, Inc.), Asset Purchase Agreement (Digerati Technologies, Inc.)

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Organization and Qualification of Seller. Each Seller is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation and has all necessary full corporate or entity power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which each Seller is licensed or qualified to do business, and contemplated to be conducted through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, each Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Master Purchase Agreement (Emcore Corp), Master Purchase Agreement (Emcore Corp)

Organization and Qualification of Seller. Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all necessary corporate or entity power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted and contemplated to be conducted through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, . Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Assignment and Assumption Agreement (U.S. Rare Earth Minerals, Inc)

Organization and Qualification of Seller. Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has all necessary corporate or entity power and authority to own, operate or lease the properties and assets ,now owned, operated or leased by it and to carry on the Business as currently conducted .conducted and contemplated to be conducted through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jupiter Wellness, Inc.)

Organization and Qualification of Seller. Seller is a general partnership duly organized, validly existing and in good standing under the Laws of its jurisdiction the state of incorporation Kentucky and has all necessary corporate or entity power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted conducted. Section 4.01 of the Seller Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business in connection with the Business, and contemplated to be conducted through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eagle Materials Inc)

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Organization and Qualification of Seller. (a) Seller is duly organized, validly existing existing, and in good standing under the Laws laws of its jurisdiction of incorporation and has all necessary corporate or entity incorporation, with full power and authority to ownconduct its business as it is being conducted, operate to own or lease use its assets (including the properties and assets now ownedPurchased Assets), operated or leased by it and to carry on perform all its obligations. Section 3.1(a) of the Business as currently conducted and contemplated to be conducted through Closing. Except as would not, individually or Seller Disclosure Schedule sets forth each jurisdiction in which the aggregate, be expected to be material to the Business taken as a whole, Seller is duly licensed or qualified to do business, and the Seller is qualified to do business as a foreign entity and is in good standing in each jurisdiction all jurisdictions in which the ownership of the Purchased Assets properties owned or leased by it or the operation of the Business its business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eastern Bankshares, Inc.)

Organization and Qualification of Seller. Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation formation and has all necessary corporate or entity power powers and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted and contemplated to be conducted through Closing. Except as would not, individually or in the aggregate, be expected to be material to the Business taken as a whole, Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digerati Technologies, Inc.)

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