Common use of Organization and Authority of Seller Clause in Contracts

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation and, in respect of the operations of the Businesses, is qualified to conduct business in the States set forth in Schedule 3.1. Except as set forth in Schedule 3.1, Seller has the requisite corporate power and authority to own and operate the Assets owned and operated by it, to carry on the business of the Businesses now being conducted by it, and to execute, deliver and perform this Agreement according to its terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Ccci Capital Trust Iii), Asset Purchase Agreement (Paxson Communications Corp)

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Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of its incorporation and, Massachusetts and is duly qualified and in respect of the operations of the Businesses, good standing as a foreign corporation in all jurisdictions in which Seller is qualified required to conduct business in the States set forth in Schedule 3.1be so qualified. Except as set forth in Schedule 3.1, Seller has the requisite corporate power and authority to own and operate the Assets no direct or indirect wholly or partially owned and operated by it, to carry on the business of the Businesses now being conducted by it, and to execute, deliver and perform this Agreement according to its termssubsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sales Online Direct Inc)

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation and, in respect of the operations of the Businesses, Maine and is qualified to conduct transact business in each other jurisdiction in which the States set forth in Schedule 3.1property owned, leased or operated by it requires it to be so qualified. Except as set forth in Schedule 3.1, Seller has the requisite corporate power and authority (i) to own own, lease and operate use the Acquired Assets owned as presently owned, leased and operated used by itSeller, and (ii) to carry on conduct the business and operations of the Businesses now being Systems as presently conducted by it, and to execute, deliver and perform this Agreement according to its termsSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontiervision Holdings Capital Corp)

Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation and, in respect of the operations of the Businesses, is qualified to conduct business in the States set forth in Schedule 3.1Oregon. Except as set forth in Schedule 3.1, Seller has the requisite all necessary corporate power and authority to own own, lease and operate the Assets owned its properties and operated by it, to carry on the conduct its business of the Businesses now as it is currently being conducted by it, and to execute, deliver and perform this Agreement according to its termsconducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vornado Operating Co)

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Organization and Authority of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State state of its incorporation and, in respect of the operations of the Businesses, is qualified to conduct business in the States set forth in Schedule 3.1[____________]. Except as set forth in Schedule 3.1, Seller has the requisite full corporate power and authority to own and operate the Assets owned and operated by itenter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the business part of Seller. This Agreement and the Businesses now being conducted documents to be delivered hereunder have been duly executed and delivered by it, and to execute, deliver and perform this Agreement according to its termsSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement

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