Common use of Organization and Qualification of Seller Clause in Contracts

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 and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Cloudastructure, Inc.), Asset Purchase Agreement (Cloudastructure, Inc.)

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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 New Jersey and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and . 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (RE/MAX Holdings, 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 New York and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Crafts Inc)

Organization and Qualification of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, operate operate, or lease the properties and assets now owned, operated operated, or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules Schedule 4.1 sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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 or qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Astronics Corp)

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 and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the The Disclosure Schedules Schedule sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (EzFill Holdings Inc)

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 Delaware, and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trex Co 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 and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 4.1 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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 necessarynecessary and Seller’s failure to do so would cause a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tattooed Chef, Inc.)

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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 and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it in connection with the Business and to carry on the Business as currently conducted. Section 4.01 4.1 of the Disclosure Schedules Schedule sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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 or qualified would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (BioTelemetry, Inc.)

Organization and Qualification of Seller. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the Laws of the state State of Delaware and has full all necessary corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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 1 contract

Samples: Asset Purchase Agreement (SMTP, Inc.)

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 and has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 5.03 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and 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.

Appears in 1 contract

Samples: Dairy Asset Purchase Agreement

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