Common use of Organization and Qualification; No Subsidiaries Clause in Contracts

Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the State of Tennessee and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Company is duly qualified or licensed 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 or licensing necessary, except for such failure to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Company does not own an equity interest in any corporation, partnership or joint venture arrangement or other business entity.

Appears in 2 contracts

Samples: Merger Agreement (At Plan Inc), Agreement and Plan of Merger and Reorganization (At Plan Inc)

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Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the State jurisdiction of Tennessee its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failure failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company does not own an equity interest in any corporation, partnership or joint venture arrangement or other business entity.

Appears in 2 contracts

Samples: Merger Agreement (724 Solutions Inc), Merger Agreement (Jupiter Communications Inc)

Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws Laws of the State jurisdiction of Tennessee its incorporation and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conductedconducted (the "BUSINESS"). The Company is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failure failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company does not own an equity interest in any corporation, partnership or joint venture arrangement or other business entity.

Appears in 1 contract

Samples: Stock Purchase Agreement (Jupiter Communications Inc)

Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the State jurisdiction of Tennessee its organization and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Company is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failure failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Company does not own an equity interest in any corporation, partnership or joint venture arrangement or other business entity.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Register Com Inc)

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Organization and Qualification; No Subsidiaries. (a) The Company has been duly organized and is validly existing and in good standing (to the extent applicable) under the laws of the State of Tennessee Delaware and has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing (to the extent applicable)standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failure failures to be so qualified or licensed and in good standing that could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) The Company does not own an equity interest in any corporation, partnership or joint venture arrangement or other business entity.

Appears in 1 contract

Samples: Merger Agreement (About Com Inc)

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