Common use of Organization and Qualification; Authority Clause in Contracts

Organization and Qualification; Authority. (a) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company is duly qualified as a foreign entity to do business and is in good standing (to the extent applicable) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. The Company has the requisite corporate power and authority to own, lease and operate its properties, rights and assets and to carry on its business as it has been and is now being conducted.

Appears in 3 contracts

Samples: Purchase Agreement, Purchase Agreement (Red Lion Hotels CORP), Purchase Agreement (Red Lion Hotels CORP)

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Organization and Qualification; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. The Company (i) is duly qualified or licensed to do business as a foreign entity to do business corporation and is in good standing (is, to the extent applicable, in good standing under the laws of any other jurisdiction (whether federal, state, local or foreign) in each jurisdiction where which the character of the properties owned, leased or operated by it therein or in which the nature transaction of its business makes such qualification necessary, except where the failure to be so qualified or licensing necessary and in good standing would not reasonably be expected to have a Material Adverse Effect. The Company (ii) has the requisite corporate power and authority to own, operate, lease and operate encumber its properties, rights properties and assets and to carry on its business as it has been and is now being conducted., except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cnet Networks Inc)

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Organization and Qualification; Authority. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. The Company (i) is duly qualified or licensed to do business as a foreign entity to do business corporation and is in good standing (is, to the extent applicable, in good standing under the laws of any other jurisdiction (whether federal, state, local or foreign) in each jurisdiction where which the character of the properties owned, leased or operated by it therein or in which the nature transaction of its business makes such qualification necessary, except where the failure to be so qualified or licensing necessary and in good standing would not reasonably be expected to have a Material Adverse Effect. The Company (ii) has the requisite corporate power and authority to own, operate, lease and operate encumber its properties, rights properties and assets and to carry on its business as it has been and is now being conducted, except where the failure to be so qualified, licensed or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CBS Corp)

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