Common use of Corporate Status; Authority Clause in Contracts

Corporate Status; Authority. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the place of its incorporation or establishment. Each Seller is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have not had and will not have or be reasonably expected to have a material adverse effect (a) on the condition (financial or otherwise), liabilities, properties, assets, or results of operations of the Business, taken as a whole, or (b) on the ability of any Seller to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Seller Material Adverse Effect”). Each Seller has all requisite corporate power to carry on its business and operations as it is now being conducted and to own and operate the Business, and to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.

Corporate Status; Authority. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the place its jurisdiction of its incorporation or establishmentformation. Each Seller is duly qualified and in good standing to do business as a foreign entity corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have would not had and will not have or reasonably be reasonably expected to have a material adverse effect (ai) on the condition (financial or otherwise), liabilities, properties, assets, assets or results of operations of the Business, taken as a whole, or (bii) on the ability of any the Seller to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Seller Material Adverse Effect”"SELLER MATERIAL ADVERSE EFFECT"). Each Seller has all requisite corporate power to carry on its business and operations as it is now being conducted and to own and operate the Business, and to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.

Corporate Status; Authority. Each Seller Buyer is a corporation duly organized, validly existing and in good standing under the laws of the its place of its incorporation or establishmentincorporation. Each Seller Buyer is duly qualified and in good standing to do business as a foreign entity in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have would not had and will not have or reasonably be reasonably expected to have a material adverse effect (a) on the condition (financial or otherwise), business, liabilities, properties, assets, assets or results of operations of the Businessoperations, taken as a whole, or (b) on the ability of any Seller to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Seller Buyer Material Adverse Effect”). Each Seller Buyer has all requisite corporate power to carry on its business and operations as it is now being conducted and conducted, to own and operate the Business, such business and Buyer has all requisite power to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.

Corporate Status; Authority. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the place its jurisdiction of its incorporation or establishmentincorporation. Each Seller is duly qualified and in good standing to do business as a foreign entity corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have not had and will not have or be reasonably expected to have a material adverse effect (a) on the condition (financial or otherwise), liabilities, prospects, properties, assets, or results of operations of the Business, taken as a whole, or (b) on the ability of any Seller to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Seller Material Adverse Effect”). Each Seller has all requisite corporate power to carry on its business and operations the Business as it is now being conducted and conducted, to own and operate the Business, and to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.

Corporate Status; Authority. Each Seller The Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the place jurisdiction of its incorporation or establishmentorganization. Each Seller The Buyer is duly qualified and in good standing to do business as a foreign entity corporation in each jurisdiction in which the conduct or nature of its business or the ownership, leasing or holding of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, have would not had and will not have or reasonably be reasonably expected to have a material adverse effect (ai) on the condition (financial or otherwise), business, liabilities, properties, assets, assets or results of operations of the BusinessBuyer, taken as a whole, or (bii) on the ability of any Seller the Buyer to perform its obligations under or to consummate the transactions contemplated by this Agreement (a “Seller Material Adverse Effect”"BUYER MATERIAL ADVERSE EFFECT"). Each Seller Buyer has all requisite corporate power to carry on its business and operations as it is now being conducted and conducted, to own and operate the Business, such business and Buyer has all requisite corporate power to enter into this Agreement, to perform its obligations hereunder and to complete the transactions contemplated hereby.