Common use of Organization and Qualification of the Company Clause in Contracts

Organization and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Aspen Group, Inc.)

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Organization and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State jurisdiction of Delaware its formation and has full limited liability company power and authority to own, operate operate, or lease the properties and assets now owned, operated operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.)

Organization and Qualification of the Company. (a) The Company is a limited liability company corporation duly organized, validly existing existing, and in good standing under the Laws of the State of Delaware and has full limited liability company corporate power and authority to own, operate operate, or lease the properties and assets now owned, operated operated, or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 3.01(a) of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified licensed, qualified, or in good standing would not have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VNUE, Inc.)

Organization and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or licensed or to be in good standing standing, would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mobiquity Technologies, Inc.)

Organization and Qualification of the Company. (a) The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 3.01(a) of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (OptimizeRx Corp)

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Organization and Qualification of the Company. The Company is a limited liability company corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware and has full limited liability company corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company and each of its Subsidiaries is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, necessary except where the such failure to be so qualified or in good standing would not have result in a Material Adverse EffectEvent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)

Organization and Qualification of the Company. The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has full limited liability company all necessary organizational power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.01 4.1 of the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its 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: Acquisition Option Agreement (Cardiovascular Systems Inc)

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