Common use of Qualification to do Business Clause in Contracts

Qualification to do Business. Each of the Sellers is duly qualified to do business as a foreign entity and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Nationwide Health Properties Inc)

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Qualification to do Business. Each of the Sellers Seller is duly qualified to do business as a foreign entity corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Syms Corp)

Qualification to do Business. Each of the Sellers The Seller is duly qualified to do business as a foreign entity corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where necessary and in which the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Seller. Schedule 5.2 sets forth all jurisdictions in which the Seller is qualified to do business as a foreign corporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Qualification to do Business. Each of the Sellers The Seller is duly qualified to do business as a foreign entity corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where necessary and in which the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Business. Schedule 4.2 attached hereto and made a part hereof sets forth all jurisdictions in which the Seller is qualified to do business.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Qualification to do Business. Each of the Sellers To Seller's Knowledge, Seller is duly qualified to do business as a foreign entity corporation and is in good standing in every jurisdiction in which where the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified necessary and in good standing would not, individually or which in the aggregate, have or reasonably be expected to absence of such qualification would have a Material Adverse Effectmaterial adverse effect on the Business, taken as a whole.

Appears in 1 contract

Samples: Asset Purchase and Software License Agreement (Wasatch Education Systems Corp /Ut/)

Qualification to do Business. Each of the Sellers Seller is duly qualified to do business conduct the Business as a foreign entity corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it Assets, the Leased Real Property or the nature of the business Business as conducted by it the Seller makes such qualification necessary, except where the failure to be so qualified and or in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Openwave Systems Inc)

Qualification to do Business. Each of the Sellers Seller is duly qualified to do business as a foreign entity company and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it with respect to the Business or the nature of the business conducted by it Business or the location of tangible Purchased Property makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. Schedule 5.2 sets forth each jurisdiction in which each Seller is qualified to do business relating to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (DG FastChannel, Inc)

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Qualification to do Business. Each of the Sellers Seller is duly qualified to do business as a foreign entity corporation or limited partnership (as applicable) and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing qualify would not, individually or in the aggregate, have or reasonably be expected to not have a Material Adverse Effect. Schedule 5.2 sets forth all jurisdictions in which either Seller is qualified to do business as a foreign corporation or limited partnership.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Qualification to do Business. Each of the Sellers The Seller is duly ---------------------------- qualified to do business as a foreign entity corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where necessary and in which the failure to be so qualified and in good standing would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the Seller. Schedule 5.2 sets forth all jurisdictions in which the Seller is qualified to do business as a foreign corporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Qualification to do Business. Each of the Sellers The Seller is duly qualified to do business as a foreign entity corporation and is in good standing in every jurisdiction in which the character of the properties and assets owned or leased by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would notqualified, individually or in the aggregate, have or reasonably be expected to would not have a Material Adverse Effect. Schedule 5.2 sets forth all jurisdictions in which the Seller is qualified to do business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sirco International Corp)

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