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Organization and Existence of Seller Sample Clauses

Organization and Existence of Seller. Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to own its properties and assets and to conduct its business as now conducted. Seller is duly qualified to do business as a foreign entity and is in good standing in every jurisdiction where the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary except for failures to be so qualified or in good standing as would not reasonably be expected to have a Material Adverse Effect.
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Organization and Existence of SellerSeller is a corporation, duly organized and validly existing under the Laws of its jurisdiction of organization. Seller has the requisite power and authority to own and operate the Business and to carry on the Business as presently conducted by it and its subsidiaries. Seller is qualified to do business as a foreign corporation in each jurisdiction in which the conduct of the Business or the ownership or leasing of the Flow Business Assets and the Flow Switzerland IP Assets makes such qualification necessary, except where the failure to be so qualified, individually or in the aggregate, would not be material. Schedule 3.1 sets forth the jurisdictions in which Seller or the Purchased Entities are qualified to do business for purposes of conducting the Business.
Organization and Existence of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of Delaware, with all requisite corporate power to enter into and perform this Agreement.
Organization and Existence of SellerEach of Seller, Parent and Oz Capital is a limited liability company or limited partnership that is duly organized, validly existing and in good standing under the laws of the State of Texas. Seller is duly and properly qualified to do business in the State of Kentucky, which is every jurisdiction in which the Business requires it to be so qualified. Seller has all requisite power and authority to (i) consummate the terms of this Agreement and the Ancillary Documents; (ii) own the Assets; and (iii) carry on the Business as heretofore conducted.
Organization and Existence of Seller. Seller is an Ohio limited liability company, duly formed, validly existing and in good standing under the laws of the State of Ohio and qualified to do business in all states and jurisdictions where qualification is required.

Related to Organization and Existence of Seller

  • Organization and Existence Such Investor is a validly existing corporation, limited partnership or limited liability company and has all requisite corporate, partnership or limited liability company power and authority to invest in the Securities pursuant to this Agreement.

  • Due Organization and Existence The District is a school district, duly organized and existing under the Constitution and laws of the State of California.

  • Organization and Power The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

  • Organization and Powers Each Loan Party is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation as specified in Schedule 5.1 annexed hereto. Each Loan Party has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents and Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Organization and Qualification of Seller Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.

  • Organization, Qualification and Power The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all requisite corporate power and authority, and all governmental licenses, governmental authorizations, governmental consents and governmental approvals, required to carry on its business as now conducted and to own, lease and operate the assets and properties of the Company as now owned, leased and operated. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in every jurisdiction in which the character or location of its properties and assets owned, leased or operated by the Company or the nature of the business conducted by the Company requires such qualification or licensing, except where the failure to be so qualified, licensed or in good standing in such other jurisdiction could not, individually or in the aggregate, have a Material Adverse Effect (as defined herein) on the Company. The Company has heretofore delivered to the Investors complete and accurate copies of its Articles of Incorporation and Bylaws, as currently in effect. The Company has previously delivered to the Investors a complete and accurate list of all jurisdictions in which the Company is qualified or licensed to do business as of the date hereof.

  • Maintenance of Existence and Qualifications Each Restricted Person will maintain and preserve its existence and its rights and franchises in full force and effect and will qualify to do business in all states or jurisdictions where required by applicable Law, except where the failure so to qualify will not cause a Material Adverse Change.

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