Common use of Organization of Sellers Clause in Contracts

Organization of Sellers. Each Seller is (A) duly organized, validly existing, and in good standing under the Laws of the jurisdiction of its organization and has all requisite organizational power and authority to operate its business as now conducted, and (B) duly qualified as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary.

Appears in 3 contracts

Samples: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.), Purchase Agreement (American Financial Group Inc)

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Organization of Sellers. Each Seller is (A) an entity duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization and organization. Each Seller is in good standing in each of the jurisdictions in which the ownership or leasing of its properties or the conduct of its businesses requires such qualification, except where failure to so qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect. Each Seller has all the requisite organizational corporate or limited liability company power and authority to own or lease and to operate and use its business Purchased Assets and to carry on the Business as is now conducted, and (B) duly qualified as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes conducted by such qualification necessarySeller.

Appears in 1 contract

Samples: Asset Purchase Agreement

Organization of Sellers. Each Seller of the Sellers is (A) a corporation, duly organizedincorporated, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization incorporation and has all requisite organizational the corporate power and authority to operate carry on its business as now presently conducted, and (B) duly . Each of the Sellers is qualified to do business as a foreign corporation or other entity to do business, and is in good standing, standing in each jurisdiction where in which the character failure of its owned, operated or leased properties or the nature of its activities makes such qualification necessarySeller to be so qualified would have a Material Adverse Effect (as hereinafter defined).

Appears in 1 contract

Samples: Purchase Agreement (Clarcor Inc)

Organization of Sellers. Each Such Seller is (A) an entity that is duly organized, validly existing, existing and in good standing under the Laws of the its jurisdiction of its organization organization, and has all requisite organizational full power and authority necessary to operate enable it to own, lease or otherwise hold its properties and assets, and to conduct its business in all material respects as now presently conducted, and (B) duly qualified as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary.

Appears in 1 contract

Samples: Equity Interests Purchase Agreement (Redwood Trust Inc)

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Organization of Sellers. Each Seller is (A) a corporation duly organized, validly existing, existing and in good standing under the Laws laws of the its jurisdiction of its organization and organization. Each Seller has all requisite organizational full corporate power and authority to operate carry on its business as now conductedit is currently being conducted and to own, operate and hold under lease its assets and properties as, and (B) in the places where, such assets and properties are currently owned, operated or held. Each Seller is duly qualified or licensed to transact business as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where in which either the character ownership or use of its ownedthe assets and properties owned or used by it, operated or leased properties or the nature of its the activities makes conducted by it, requires such qualification necessaryqualification.

Appears in 1 contract

Samples: Asset Purchase Agreement (Armada Hoffler Properties, Inc.)

Organization of Sellers. Each Seller of Sellers is (A) a corporation duly organized, validly existing, existing and in good standing under the Laws laws of the jurisdiction of its organization and has all requisite organizational power and authority to operate its business as now conducted, and (B) duly qualified as a foreign corporation or other entity to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessaryincorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Newpark Resources Inc)

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