Common use of Authorization; Organization Clause in Contracts

Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect").

Appears in 3 contracts

Samples: Acquisition and Merger Agreement (Intercept Group Inc), Acquisition and Merger Agreement (Intercept Group Inc), Acquisition and Merger Agreement (Intercept Group Inc)

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Authorization; Organization. (a) The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Tennessee Georgia and has all requisite corporate power and authority to own, lease or operate its properties and assets and to carry on its business as now being conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of property owned or leased by it or the conduct of its business requires it to be so qualified, except where the failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition, financial or otherwise (a "Material Adverse Effect").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ebank Financial Services Inc), Stock Purchase Agreement (Ebank Com Inc)

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