Common use of Organization and Qualification of Sellers Clause in Contracts

Organization and Qualification of Sellers. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization or incorporation and has full corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are licensed or qualified to do business, and each 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 its portion of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.), Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

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Organization and Qualification of Sellers. Each Seller is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of the state State of its organization or incorporation New York and has full corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are licensed or qualified to do business, and each Seller is Sellers are 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 its portion of the Business as currently conducted makes such licensing or qualification necessary., except for any jurisdiction where the failure to be so licensed or qualified would not have a Material Adverse Effect. Section 4.02

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprague Resources LP)

Organization and Qualification of Sellers. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization or incorporation and has full corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are licensed or qualified to do business, and each 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 its portion of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diversified Restaurant Holdings, Inc.)

Organization and Qualification of Sellers. Each Seller is duly organized, validly existing and in good standing under the Laws of the state jurisdiction of its organization or incorporation formation and has full corporate or limited liability corporate/company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 3.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are each Seller is licensed or qualified to do business, and each Seller is Sellers are duly licensed or qualified to do business and is are in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of its portion of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be in good standing would not be material to the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sientra, Inc.)

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Organization and Qualification of Sellers. Each Seller is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the Laws of the state of its organization or incorporation New York and has full corporate or limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are licensed or qualified to do business, and each Seller is Sellers are 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 its portion of the Business as currently conducted makes such licensing or qualification necessary, except for any jurisdiction where the failure to be so licensed or qualified would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sprague Resources LP)

Organization and Qualification of Sellers. Each Seller is duly organized, validly existing and in good standing under the Laws of the state of its organization or incorporation organization, and such Seller has full corporate or limited liability company all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its portion of the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Sellers are each Seller is licensed or qualified to do business, and each 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 its portion of the Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Janus International Group, Inc.)

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