Common use of GOOD STANDING OF THE COMPANIES Clause in Contracts

GOOD STANDING OF THE COMPANIES. (A) Dura has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Agreement; and Dura is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Dura Material Adverse Effect. (B) SDC II has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Agreement; and SDC II is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in an SDC II Material Adverse Effect.

Appears in 6 contracts

Samples: u.s. Purchase Agreement (Dura Pharmaceuticals Inc/Ca), u.s. Purchase Agreement (Dura Pharmaceuticals Inc/Ca), International Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

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