Common use of Qualification Clause in Contracts

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 12 contracts

Samples: Convertible Debenture Purchase Agreement (Wireless Ronin Technologies Inc), Convertible Debenture Purchase Agreement (Wireless Ronin Technologies Inc), Series D Stock Purchase Agreement (Life Time Fitness Inc)

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Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 9 contracts

Samples: Unit Purchase Agreement (Chilco River Holdings Inc), H Power (H Power Corp), Stock Purchase Agreement (Ubs Capital Ii LLC)

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing all jurisdictions where it owns or leases substantial real properties or in each jurisdiction wherein which the nature conduct of its activities or of its properties owned or leased makes such business requires qualification or licensing necessary as a foreign corporation and in which the failure to be so qualified or licensed would qualify could have a material adverse impact on its businessMaterial Adverse Effect.

Appears in 8 contracts

Samples: Underwriting Agreement (Tampa Electric Co), Underwriting Agreement (Tampa Electric Co), Underwriting Agreement (Tampa Electric Co)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation corporation, and is in good standing standing, in each jurisdiction wherein the nature character of its activities or of its the properties owned or leased by it, or the nature of its business, makes such licensing or qualification necessary. The states in which Company is licensed or licensing necessary and failure qualified to be so qualified or licensed would have a material adverse impact on its businessdo business are listed in Schedule 3.1.(c).

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Ladish Co Inc), Stock Exchange Agreement (Innovative Software Technologies Inc), Share Purchase Agreement (Innovative Software Technologies Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessdomestication necessary.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Jd American Workwear Inc), Preferred Stock Purchase Agreement (Value America Inc /Va), Preferred Stock Purchase Agreement (Value America Inc /Va)

Qualification. The Company is duly qualified qualified, licensed or licensed ------------- domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and domestication necessary, except where the failure to be so qualified or licensed would not have a material adverse impact Material Adverse Effect on its businessthe Company.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Fargo Brian), Stock Purchase Agreement (Titus Interactive S A), Stock Purchase Agreement (Titus Interactive S A)

Qualification. The Company is duly qualified or licensed and in good standing as a foreign corporation in good standing duly authorized to do business in each jurisdiction wherein in which the nature character of its activities or of its the properties owned or leased or the nature of the activities conducted makes such qualification qualifications or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessnecessary.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Max & Ermas Restaurants Inc), Revolving Credit Agreement (Max & Ermas Restaurants Inc), Revolving Credit Agreement (Max & Ermas Restaurants Inc)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation company, and is in good standing standing, in each jurisdiction wherein the nature character of its activities or of its the properties owned or leased by it, or the nature of its business, makes such licensing or qualification or licensing necessary and necessary, except for such jurisdictions in which the failure to be so qualified or licensed would not have a material adverse impact on its businessCompany Material Adverse Effect and would not materially delay the Closing or materially and adversely affect the ability of the parties to consummate the transactions contemplated hereby.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Oakmont Acquisition Corp.), Agreement and Plan of Merger (Oakmont Acquisition Corp.), Agreement and Plan of Merger (Brooke Corp)

Qualification. The Company is duly qualified or licensed and in good ------------- standing as a foreign corporation in good standing authorized to transact business in each jurisdiction wherein where the nature conduct of its activities business or the ownership of its properties owned or leased makes other assets requires such qualification or licensing necessary and the failure to be so qualified or licensed would have a material adverse impact effect on its businessthe assets, condition or business of the Company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (American Cellular Corp /De/), Stock Purchase Agreement (American Cellular Corp /De/), Stock Purchase Agreement (American Cellular Corp /De/)

Qualification. The Company is duly qualified qualified, licensed or licensed -------------- domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and domestication necessary, except where the failure to be so qualified or licensed would not have a material adverse impact Material Adverse Effect on its businessthe Company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Interplay Entertainment Corp), Stock Purchase Agreement (Fargo Brian), Stock Purchase Agreement (Titus Interactive S A)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated ------------- as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 3 contracts

Samples: Unit Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc), Unit Purchase Agreement (Rapidtron Inc)

Qualification. The Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Innovative Gaming Corp of America, Innovative Gaming Corp of America

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on its businesseffect upon the condition (financial or otherwise), earnings, business or business prospects, properties or operations of the Company (a "Material Adverse Effect").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Orphan Medical Inc), Stock Purchase Agreement (Orphan Medical Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed ------------- domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc)

Qualification. The Company Each of the Companies is duly qualified or licensed to do business and is in good standing as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes in which such qualification or licensing is necessary and under Applicable Law, except where the failure to be so duly qualified or licensed or in good standing would not have a material adverse impact on its businessMaterial Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Fuqua Enterprises Inc), Stock Purchase Agreement (Atlantic American Corp)

Qualification. The To the best of its knowledge, the Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary necessary, and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Digi International Inc)

Qualification. The Company Xxxxxxxxxx is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Option Agreement (WTC Industries Inc), Option Agreement (WTC Industries Inc)

Qualification. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction wherein of the nature of its activities or of its properties owned or leased makes jurisdictions in which such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on is required for the conduct of its business.

Appears in 2 contracts

Samples: Securities Purchase and Registration Rights Agreement (Brigham Exploration Co), Securities Purchase and Registration Rights Agreement (General Atlantic Partners Iii Lp)

Qualification. The Company is duly qualified or licensed otherwise authorized as a foreign corporation to transact business and is in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes in which such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessauthorization is required by Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Beverly Hills LTD Inc), Stock Purchase Agreement (Beverly Hills LTD Inc)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation corporation, and is in good standing standing, in each jurisdiction wherein the nature situs of its activities or of its properties the Properties owned or leased by it, or the nature of the Business, makes such licensing or qualification or licensing necessary including, without limitation, the states of Wisconsin, Michigan, Indiana and failure to be so qualified or licensed would have a material adverse impact on its businessIllinois.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Carmike Cinemas Inc), Stock Purchase Agreement (Carmike Cinemas Inc)

Qualification. The Company is duly qualified or licensed as a ------------- foreign corporation limited liability company in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessdomestication necessary.

Appears in 2 contracts

Samples: Interest Purchase Agreement (Plug Power Inc), Interest Purchase Agreement (Plug Power Inc)

Qualification. The To the best of its knowledge, the Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Note Purchase Agreement (Digi International Inc), Note Purchase Agreement (Digi International Inc)

Qualification. The Company is duly qualified or licensed and in good standing as a foreign corporation in good standing authorized to transact business in each jurisdiction wherein where the nature conduct of its activities business or the ownership of its properties owned or leased makes other assets requires such qualification or licensing necessary and the failure to be so qualified or licensed would have a material adverse impact effect on its businessthe assets, condition or business of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spectrum Equity Investors Lp)

Qualification. The Company is duly qualified or licensed as a foreign corporation limited liability company in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing, or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessdomestication necessary.

Appears in 1 contract

Samples: Interest Purchase Agreement (Plug Power Inc)

Qualification. The Company It is duly qualified or licensed as a foreign corporation or limited liability company to do business and is in good standing in each jurisdiction wherein where the character of its assets or the nature of its activities or of its properties owned or leased business makes such qualification or licensing necessary and necessary, except jurisdictions, if any, in which the failure to so qualify could not reasonably be so qualified or licensed would expected to have a material adverse impact effect on its business, operations, property, or condition (financial or otherwise).

Appears in 1 contract

Samples: Cogentrix Indemnity Agreement (Cogentrix Energy Inc)

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Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation in good standing in each jurisdiction wherein where the nature of its the activities or of its properties owned or leased presently conducted by it makes such qualification or licensing necessary and necessary, except any such jurisdiction where the failure to be so licensed or qualified or licensed would not be reasonably likely to have a material adverse impact effect on its businessCompany.

Appears in 1 contract

Samples: Asset Purchase Agreement (Action Performance Companies Inc)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation corporation, and is in good standing standing, in each jurisdiction wherein in which the character of the assets owned or leased by it, or the nature of its activities or of its properties owned or leased business, makes such licensing or qualification or licensing necessary and except where the failure to be so licensed or qualified or licensed would not have a material adverse impact effect on its businessthe assets or business of the Company taken as a whole (a “Material Adverse Effect”).

Appears in 1 contract

Samples: Investment Agreement (Green Earth Technologies Inc)

Qualification. The Company is and its Subsidiaries are duly qualified or licensed as a foreign corporation and in good standing as foreign corporations duly authorized to do business in each jurisdiction wherein in which the character of the properties owned or the nature of its the activities or of its properties owned or leased conducted makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessnecessary.

Appears in 1 contract

Samples: Onyx Acceptance Corp

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing authorized to do business in each jurisdiction wherein (other than the jurisdiction of its incorporation) where the nature of its activities conducted or of its the properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.by it

Appears in 1 contract

Samples: Canal Capital Corp

Qualification. The Company is and its Subsidiaries are duly qualified or ----------------- licensed as a foreign corporation and in good standing as foreign corporations duly authorized to do business in each jurisdiction wherein in which the character of the properties owned or the nature of its the activities or of its properties owned or leased conducted makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessnecessary.

Appears in 1 contract

Samples: Consumer Portfolio Services Inc

Qualification. The Company is duly qualified or licensed as a foreign corporation limited liability company in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessdomestication necessary.

Appears in 1 contract

Samples: Interest Purchase Agreement (Plug Power Inc)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation corporation, and is in good standing standing, in each jurisdiction wherein the nature of its activities or character of its properties owned which are Purchased Assets or leased the nature of the Business makes such licensing or qualification or licensing necessary and necessary, except where the failure to be so licensed or qualified would not, individually or licensed would in the aggregate, reasonably be expected to have a material adverse impact on its business.Business Material Adverse

Appears in 1 contract

Samples: Asset Purchase Agreement (Imperial Holdings, Inc.)

Qualification. The Company is duly qualified or licensed and in good standing as a foreign corporation in good standing duly authorized to do business in each jurisdiction wherein the nature character of its activities or of its the properties owned or leased the nature of the activities conducted by it makes such qualification or licensing necessary and failure necessary, except for such failures to be so qualified or licensed and in good standing, if any, which when taken together would not in the aggregate have a material adverse impact effect on its businessthe condition, business or property of the Company .

Appears in 1 contract

Samples: Inducement Agreement (Seagull Energy Corp)

Qualification. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessMaterial Adverse Effect (as hereinafter defined).

Appears in 1 contract

Samples: Stock Purchase Agreement (Buca Inc /Mn)

Qualification. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing to do business in each jurisdiction wherein all other jurisdictions where the nature of its activities or of its properties owned or leased makes Company currently conducts business that require such qualification or licensing necessary and licensing, except where the failure to so qualify or be so qualified licensed could not reasonably be expected to have, individually or licensed would have in the aggregate, a material adverse impact on its businessCompany Material Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (SDL Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing necessary domestication necessary, and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 1 contract

Samples: Agreement (Life Usa Holding Inc /Mn/)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation limited liability company in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 1 contract

Samples: Ns8 Corp

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing authorized to do business in each jurisdiction wherein (other than the jurisdiction of its incorporation) where the nature of its activities conducted or of its the properties owned or leased makes by it requires such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessqualification.

Appears in 1 contract

Samples: Security Agreement (Canal Capital Corp)

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.. 9.3

Appears in 1 contract

Samples: Innovative Gaming Corp of America

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact effect on its business.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integ Incorp)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation corporation, and is in good standing standing, in each jurisdiction wherein the nature character of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.the

Appears in 1 contract

Samples: Merger Agreement (Insilco Holding Co)

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