Organization and Qualification of the Sellers. The Canadian Seller is a corporation duly organized, validly existing and in good standing under the laws of the Province of Ontario, with full power and authority, corporate and other, to own or lease its property and assets and to carry on its business as presently conducted. The US Seller is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware, with full power and authority, corporate and other, to own or lease its property and assets and to carry on its business as presently conducted.
Organization and Qualification of the Sellers. Sohu is a company duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Sohu Limited is a company duly established, validly existing and in good standing under the Laws of the Cayman Islands. Sohu New Media is a company duly organized, validly existing and in good standing under the Laws of the PRC. Sohu Internet is a company duly organized, validly existing and in good standing under the Laws of the PRC. Sohu New Era is a company duly organized, validly existing and in good standing under the Laws of the PRC. No other Seller Group Companies other than Sohu Internet, Sohu New Era and Sohu New Media and Kylie carry on the 17173 Business or has any interests, right or title in the Purchased Assets. Each of Sohu Internet, Sohu New Era, Sohu New Media and Kylie has full corporate power and authority to carry on the 17173 Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which the 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 the 17173 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, individually or in the aggregate, have a Material Adverse Effect.
Organization and Qualification of the Sellers. TRC and XXX are corporations that are duly organized, validly existing, and in good standing under the laws of their respective state of incorporation and each has the requisite corporate power and authority to own and use their assets and carry on their business as it is now being conducted, except where the failure to have one would not have a material adverse effect on the Sellers, their Affiliates or the transactions described herein. TRC and XXX are duly qualified to do business and are in good standing in each jurisdiction in which their properties are owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing has not had, and is not reasonably likely to have, a material adverse effect on the Buyer, their Affiliate or the consummation of the transaction described herein.
Organization and Qualification of the Sellers. (a) Each of the DE Sub and GA Sub (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) is duly qualified to do business and in good standing in each jurisdiction in which the nature of its business makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed would not have a Material Adverse Effect and (iii) has all power and authority and all material governmental licenses, authorizations, permits, consents and approvals to enter into and perform this Agreement.
Organization and Qualification of the Sellers. Each of Xxxxxxxxxx Florida and Xxxxxxxxxx Title is duly organized, validly existing and in good standing as a corporation under the laws of the State of Florida. Xxxxxxxxxx Georgia is duly organized, validly existing and in good standing as a corporation under the laws of the State of Georgia. Each of the Sellers (i) has the corporate power and authority required to own and lease its property and to carry on its business as presently conducted and (ii) is duly qualified to transact business, and is in good standing as a foreign corporation authorized to transact business and to own and lease property in each jurisdiction (set forth opposite such Seller’s name on Schedule 3.1(i) attached hereto) in which the nature of the business conducted by it, or the character or location of the properties owned or leased by it, requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Except as set forth on Schedule 3.1(ii), no Seller owns, directly or indirectly, any stock, partnership interest, limited liability company interest, joint venture interest or other equity interest in any other Person. The Sellers’ Representative has previously delivered to the Buyer complete and correct copies of the Organizational Documents for each of the Sellers.
Organization and Qualification of the Sellers. Each Seller that is a Corporation is a duly organized and validly existing under the laws of Ontario, Canada. Each Seller that is a Corporation has all requisite corporate power and authority to own and operate its properties and assets, to issue shares, and to carry out the provisions of this Agreement and to carry on its business as presently conducted.
Organization and Qualification of the Sellers. Each of IAS and IAS Products is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with full power and authority to own, operate or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. IAS Trust is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with full power and authority to own, operate or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it. The copies of each Seller's Constituent Documents which are attached to SCHEDULE 4.1 hereto, are complete and correct. Each Seller is duly qualified to do business and in good standing as a foreign corporation in each of the jurisdictions identified on SCHEDULE 4.1 and it is not required to be licensed or qualified to conduct its business or own its property in any other jurisdiction, except where the failure to be so licensed or qualified would not have a Material Adverse Effect on the Sellers taken as a whole.
Organization and Qualification of the Sellers. (a) JJS is a Georgia limited liability company and KES S&T is a Georgia corporation, each having its principal place of business at 0000 Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000. Each Seller is licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Acquired Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary. The only members of JJS are XX0, XX0 and SH. The only shareholders of KES S&T are XX0, XX0 and SH.
Organization and Qualification of the Sellers. Each of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the state in which it is incorporated, with full power and authority, corporate and other, to own or lease its property and assets and to carry on its business as presently owned, leased and conducted.
Organization and Qualification of the Sellers. Each Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, with full corporate power and authority to own or lease its property and assets and to carry on the Business as presently conducted, and is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which such Seller is currently conducting the Business or where the failure to be so qualified and in good standing would not reasonably be expected to result in a Material Adverse Change. Each state in which each Seller conducts the Business is listed on Schedule 3.1. The Shareholder is the sole shareholder of each Seller. No Seller has any subsidiary corporations.
