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.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rubicon Technology, Inc.)
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tesoro Petroleum Corp /New/), Stock Purchase Agreement (Mesa Inc)
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Seller is duly licensed Delaware and has full corporate power and authority to own, operate or qualified lease the properties and assets now owned, operated or leased by it and to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of carry on 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 Effectconducted.
Appears in 2 contracts
Organization and Qualification of Seller. Seller is a corporation ---------------------------------------- duly organized, validly existing and in good standing under the Laws 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.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Carbon Energy Corp), Stock Purchase Agreement (Cec Resources LTD)
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 reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Organization and Qualification of Seller. Seller is a corporation ---------------------------------------- duly organized, validly existing existing, and in good standing under the Laws laws of the State of DelawareDelaware with full corporate power and authority to own or lease its properties and to conduct the business heretofore conducted by it in the manner and in the places where such properties are owned or leased or such business is conducted by it. Seller is duly licensed or qualified to do business and is as a foreign corporation in good standing in each jurisdiction in which the ownership Commonwealth 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 EffectMassachusetts.
Appears in 1 contract
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has all requisite corporate power and authority to own, license, use, lease and operate its assets and properties and to carry on its business as it 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 Effectnow being conducted.
Appears in 1 contract
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has all requisite corporate power and authority to own, license, use, lease and operate its assets and properties and to carry on its business (including the Business) as it 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 Effectnow being conducted.
Appears in 1 contract
Samples: Stock Purchase Agreement (Special Diversified Opportunities Inc.)
Organization and Qualification of Seller. Seller is a corporation duly ---------------------------------------- organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has all requisite corporate power and authority to operate the Business as it is duly licensed or presently being operated and Seller is qualified to do business as a foreign corporation 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 all jurisdictions where the failure to be so licensed, qualified or in good standing would not is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. The Shareholders are the sole record and beneficial holders of the capital stock of Seller.
Appears in 1 contract
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of DelawareDelaware and has the requisite corporate power to carry on its business as it is now being conducted. Seller is duly licensed or qualified to do business business, and is in good standing standing, in each jurisdiction the State of Texas, and in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except all jurisdictions where the failure to be so licensed, qualified or in good standing conduct of its business would not have a Material Adverse Effectrequire such qualification.
Appears in 1 contract
Samples: Refinery Purchase and Sale Agreement (Delek US Holdings, Inc.)
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. , and has the full power and authority to conduct its business and to enter into this Agreement and the other agreements and instruments referred to in this Agreement that Seller is duly licensed or qualified to do business executing and is in good standing in each jurisdiction in which delivering (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.“Seller’s
Appears in 1 contract
Samples: Asset Purchase Agreement (Alloy Inc)
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws of the State state of DelawareDelaware and has full corporate power and authority to own, operate or lease the Purchased Assets and to carry on the Business as currently conducted at or on the Acquired Facilities. 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 at or on the Acquired Facilities 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.
Appears in 1 contract
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 Delaware and has all necessary corporate power and authority to own, operate or qualified lease the properties and assets being sold 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 EffectBuyer.
Appears in 1 contract
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 Delaware and has full corporate power and authority to own, operate or qualified to do business lease the properties and is assets now owned, operated or leased by it and in good standing in each jurisdiction in which the ownership respect of the Purchased Assets or the operation of the Business Acquired Brand 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 Effectoperated.
Appears in 1 contract
Samples: Asset Purchase Agreement (Kona Gold Beverage, Inc.)
Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has all requisite corporate power and authority to own, license, use, lease and operate its assets, properties and rights and to carry on its business as it 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 Effectnow being conducted.
Appears in 1 contract