Common use of Organization and Qualification of Seller Clause in Contracts

Organization and Qualification of Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of incorporation, and is duly qualified and authorized to do business as a foreign corporation and is in good standing in each jurisdiction, if any, in which the nature of the business conducted by it or the properties owned, leased or operated by it makes such qualification necessary or, if not, then such lack of authorization will not have materially adversely affected the Purchaser's use of the Assets. The Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The copies of the Articles of Incorporation (certified by the Secretary of the State of the state of incorporation) and the Bylaws of the Seller, both as amended to date, which have been delivered to Purchaser and attached hereto as Exhibits 3.1(a) and 3.1(b), respectively, are complete and correct, and the Seller is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws. The minute books (containing the records of meeting of the shareholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of the Seller, as delivered to Purchaser, are correct and complete.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Factual Data Corp), Asset Purchase Agreement (Factual Data Corp), Asset Purchase Agreement (Factual Data Corp)

AutoNDA by SimpleDocs

Organization and Qualification of Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of incorporation, and is duly qualified and authorized to do business as a foreign corporation and is in good standing in each jurisdiction, if any, in which the nature of the business conducted by it or the properties owned, leased or operated by it makes such qualification necessary or, if not, then such lack of authorization will not have materially adversely affected the Purchaser's use of the Assets. The Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The copies of the Articles of Incorporation (certified by the Secretary of the State of the state of incorporation) and the Bylaws of the Seller, both as amended to date, which have been delivered to Purchaser and attached hereto as Exhibits 3.1(a) and 3.1(b), respectively, are complete and correct, and the Seller is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws. The minute books (containing the records of meeting of the shareholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of the Seller, as delivered to Purchaser, are correct and complete.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bentley International Inc), Asset Purchase Agreement (Factual Data Corp)

Organization and Qualification of Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of incorporation, and is duly qualified and authorized to do business as a foreign corporation and is in good standing in each jurisdiction, if any, in which the nature of the business conducted by it or the properties owned, leased or operated by it makes such qualification necessary or, if not, then except where such lack of authorization of Seller will not have materially adversely affected affect the Purchaser's use of the Assets. The Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The copies of the Articles of Incorporation Organization (certified by the Secretary of the State of the state of incorporation) and the Bylaws of the Seller, both as amended to date, which have been delivered to Purchaser and attached hereto as Exhibits 3.1(a) and 3.1(b), respectively, are complete and correct, and the Seller is not in default under or in violation of any provision of its Articles of Incorporation Organization or Bylaws. The minute books (containing the records of meeting of the shareholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of the Seller, as delivered to Purchaser, are correct and complete.

Appears in 1 contract

Samples: Asset Purchase Agreement (Factual Data Corp)

AutoNDA by SimpleDocs

Organization and Qualification of Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of incorporation, and is duly qualified and authorized to do business as a foreign corporation and is in good standing in each jurisdiction, if any, in which the nature of the business conducted by it or the properties owned, leased or operated by it makes such qualification necessary or, if not, then such lack of authorization will not have materially adversely affected the Purchaser's use of the Assets. The Seller has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. The copies of the Articles of Incorporation (certified by the Secretary of the State of the state of incorporation) and the Bylaws of the Seller, both as amended to date, which have been delivered to Purchaser and attached hereto as Exhibits 3.1(a) and 3.1(b), respectively, are complete and correct, and the Seller is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws. The minute books (containing the records of meeting of the shareholders, the board of directors and any committees of the board of directors), the stock certificate books and the stock record books of the Seller, as delivered made available to Purchaser, are correct and completecomplete in all material respects.

Appears in 1 contract

Samples: Asset Purchase Agreement (Factual Data Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!