Common use of Incorporation; Qualification Clause in Contracts

Incorporation; Qualification. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to own, lease, and operate its material properties and assets and to carry on its business as is now being conducted. Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which its business as now being conducted shall require it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. Seller has heretofore delivered to Buyer true, complete and correct copies of its Certificate of Incorporation and Bylaws as currently in effect.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co), Purchase and Sale Agreement (Pennsylvania Electric Co)

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Incorporation; Qualification. Such Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to own, lease, and operate its material properties and assets and to carry on its business as is now being conducted. Such Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which its business as now being conducted shall require it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. Such Seller has heretofore delivered to Buyer true, complete and correct copies of its Certificate of Incorporation and Bylaws as currently in effect.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Pennsylvania Electric Co), Asset Purchase Agreement (Energy East Corp), Asset Purchase Agreement (Pennsylvania Electric Co)

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Incorporation; Qualification. Such Seller is a corporation ------------------------------ duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has all requisite corporate power and authority to own, lease, and operate its material properties and assets and to carry on its business as is now being conducted. Such Seller is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction in which its business as now being conducted shall require it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. Such Seller has heretofore delivered to Buyer true, complete and correct copies of its Certificate of Incorporation and Bylaws as currently in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Edison Mission Energy)

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