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 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. 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 (DropCar, Inc.), Asset Purchase Agreement (Venaxis, Inc.)

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Organization and Qualification of Seller. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state of Delaware California, and has all necessary 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 it has been and is currently conducted. 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 properties owned or leased by it or the operation of the its 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. All such jurisdictions where Seller is licensed or qualified to do business are set forth on Schedule 3.1(a).

Appears in 1 contract

Samples: Asset Purchase Agreement (Asure Software 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 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 operations related to the Business Product Line as currently conducted. 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 Product Line 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 (Widepoint 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 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. Seller is duly licensed or qualified to do business business, and is in good standing 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 (Higher One Holdings, Inc.)

Organization and Qualification of Seller. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state of Delaware Vermont and has all necessary corporate full 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 it has been and is currently conducted. 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 properties owned or leased by it or the operation provision of the Business payroll services 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. All such jurisdictions where Seller is licensed or qualified to provide payroll services are set forth on Schedule 3.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asure Software 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 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. 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 (Customers Bancorp, Inc.)

Organization and Qualification of Seller. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Laws of the state of Delaware New Jersey and has all necessary corporate full 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 it has been and is currently conducted. 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 properties owned or leased by it or the operation provision of the Business payroll services 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. All such jurisdictions where Seller is licensed or qualified to provide payroll services are set forth on Schedule 3.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asure Software Inc)

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