Common use of Organization and Qualification of the Seller Clause in Contracts

Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its assets and Properties (including the Shares) and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale of the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Alleghany Corp /De), Stock Purchase Agreement (Alleghany Corp /De)

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Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full power and authority to own, own or lease its properties and operate its assets and Properties (including to carry on the Shares) and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale business of the SharesSeller as presently conducted, and is duly qualified to do business as a foreign corporation and is in good standing in the Commonwealth of Pennsylvania and in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect. The Seller does not and has never owned or controlled any subsidiary corporation or other entity or joint venture.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced Power Technology Inc), Asset Purchase Agreement (Microsemi Corp)

Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full power and authority to own, own or lease its property and operate its assets and Properties (including to carry on the Shares) and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale business of the SharesUnit as presently conducted, and is duly qualified to do business as a foreign corporation and is in good standing in the Commonwealth of Pennsylvania and in each jurisdiction where the failure to be so qualified would have a material adverse effect on the business, financial condition, or operations of the Unit (a "Material Adverse Effect").

Appears in 1 contract

Samples: Asset Purchase Agreement (Microsemi Corp)

Organization and Qualification of the Seller. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite Delaware, with full power and authority authority, corporate and other, to own, lease and operate its assets and Properties (including the Shares) and to execute and deliver enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale of the Shares.

Appears in 1 contract

Samples: Asset Purchase Agreement (Computone Corp)

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Organization and Qualification of the Seller. The Seller is a corporation that is duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has all requisite power and authority is qualified to own, lease and operate its assets and Properties (including the Shares) and to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the sale do business in The Commonwealth of the SharesMassachusetts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iparty Corp)

Organization and Qualification of the Seller. The Seller (a) is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware and has (b) is duly qualified to do business as is now being conducted and is in good standing in each jurisdiction where the nature of its business requires such qualification, with all requisite power and authority to own, own or lease all of its properties and operate its assets and Properties (including the Shares) and to execute and deliver this Agreement, to perform conduct its obligations hereunder and to consummate the transactions contemplated hereby, including the sale of the Sharesbusiness as presently conducted.

Appears in 1 contract

Samples: Equity Interest Purchase and Sale Agreement (Terraform Global, Inc.)

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