Common use of Due Organization, Good Standing and Corporate Power Clause in Contracts

Due Organization, Good Standing and Corporate Power. (a) Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE. (b) Acquiror is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Cooper-Standard Holdings Inc.), Transaction Agreement (Kellogg Co), Transaction Agreement (Kellogg Co)

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Due Organization, Good Standing and Corporate Power. (a) Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE. (b) Acquiror is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

Appears in 2 contracts

Samples: Transaction Agreement (Inter Parfums Inc), Transaction Agreement

Due Organization, Good Standing and Corporate Power. (a) Acquiror is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation incorporation, and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, exceptand to enter into and perform its obligations under this Agreement or the Ancillary Agreements to which it is, in each caseor will be, as would not reasonably be expected a party and to have, individually or in consummate the aggregate, an Acquiror MAE. (b) transactions contemplated hereby and thereby. Acquiror is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property ownedownership, leased lease or operated operation of assets owned by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had been or would not reasonably be expected to havebe, individually or in the aggregate, an Acquiror MAE.

Appears in 1 contract

Samples: Transaction Agreement (Aci Worldwide, Inc.)

Due Organization, Good Standing and Corporate Power. (a) Acquiror and each of its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation (except as would not have an Acquiror MAE), and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE. (b) Acquiror and each of its Subsidiaries is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

Appears in 1 contract

Samples: Transaction Agreement (Diamond Foods Inc)

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Due Organization, Good Standing and Corporate Power. (a) Acquiror is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation Delaware and has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE. (b) Acquiror is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be so qualified or licensed and in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, an Acquiror MAE.

Appears in 1 contract

Samples: Transaction Agreement (Capital Park Holdings Corp.)

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