Common use of Existence and Good Standing Clause in Contracts

Existence and Good Standing. Seller is a corporation that is validly existing and in good standing under the Laws of the State of Delaware.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Unit Corp), Purchase and Sale Agreement (Harvest Natural Resources, Inc.)

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Existence and Good Standing. Seller is a corporation that is validly existing and in good standing under the Laws of the State laws of Delaware. Seller has all requisite power and authority to own, lease and operate the facilities involved in the Business and to carry on the Business as now being conducted. Seller is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of its activities makes such qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Houston Wire & Cable CO)

Existence and Good Standing. The Seller is a corporation that is duly formed, validly existing and in good standing under the Laws laws of the State of DelawareDelaware and has full corporate power and authority to own its property and to carry on its business as is now being conducted.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Taubman Centers Inc)

Existence and Good Standing. Seller is a corporation that is duly organized, validly existing and in good standing under the Laws laws of the State of DelawareDelaware and has all requisite corporate power and authority required to carry on its business as now conducted and to own and operate the Business as now owned and operated by it. Seller is qualified to conduct business and is in good standing in each jurisdiction in which it conducts the Business other than such jurisdictions where the failure to be so qualified, whether singly or in the aggregate, would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Radisys Corp)

Existence and Good Standing. The Seller is a corporation that is duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware. The Seller is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, except where the failure to be so qualified or to be in good standing has not had, or would not reasonably be expected to have, a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Genaissance Pharmaceuticals Inc)

Existence and Good Standing. Seller is a corporation that is duly organized, --------------------------- validly existing and in good standing under the Laws laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (New Canaan Capital LLC)

Existence and Good Standing. Seller is a corporation that is validly existing and in good standing under the Laws laws of the State of Delaware.Delaware and is duly qualified and has all requisite corporate power and authority to own its properties and assets and to carry on its business, including the Business, as now being conducted;

Appears in 1 contract

Samples: Purchase and Sale Agreement (Teppco Partners Lp)

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Existence and Good Standing. Seller is a corporation that is duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has the power and authority to own the Purchased Assets. Seller is duly qualified or licensed to do business in each jurisdiction in which the character or location of the properties owned or leased by Seller or the nature of the business conducted by Seller makes such qualification necessary and the absence of which would have a material adverse effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Material Sciences Corp)

Existence and Good Standing. Seller is a corporation that is duly organized, validly existing and in good standing under the Laws laws of the State state of DelawareDelaware and has all necessary corporate power and authority to own, lease or license its property, including the Assets, and to conduct the Business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Proquest Co)

Existence and Good Standing. The Seller is a corporation that is duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification, except where the failure so to be qualified or be in good standing would not materially adversely affect the Seller’s business or prospects.

Appears in 1 contract

Samples: Stock Purchase Agreement (Neurogen Corp)

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