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. 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. 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. 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 of the Sellers is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power and authority to own those Purchased Assets owned by it and to license or lease those Purchased Assets licensed or leased by it, to conduct the Business in the manner and in the places where such properties are owned or such Business is conducted by it and to consummate the transactions contemplated by this Agreement. Each of the Sellers is duly qualified to do business as a foreign corporation in all jurisdictions where the failure to be so qualified would have a material adverse effect upon the Business. Inso owns of record and beneficially all of the capital stock and rights convertible into capital stock of Inso Dallas and Inso Florida.
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. 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.
Organization and Qualification of the Sellers. (a) Each Seller is a validly existing, limited liability company in good standing under the Laws of the State of Nevada and has full 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 the Business as conducted on the date hereof. 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 Business as currently conducted makes such licensing or qualification necessary. Section 4.01(a) of the Disclosure Schedules sets forth the jurisdictions in which each Seller is licensed or qualified to do business.
(b) The limited liability company interests of each Seller and the name of each Person who owns of record any of such limited liability company interests is, as of the date hereof, set forth in Section 4.01(b) of the Disclosure Schedules and no other Persons, other than those listed in Section 4.01(b) of the Disclosure Schedules, have any equity or profits interest in any of the Sellers or the Business.
(c) Other than QSN and BLEC, Intermark does not own, directly or indirectly, of record or beneficially, any capital stock, voting securities or other equity interests in or control any corporation, limited liability company, partnership, trust, joint venture or other entity. QSN and BLEC do not own, directly or indirectly, of record or beneficially, any capital stock, voting or securities or other equity interests in or control any corporation, limited liability company, partnership, trust, joint venture or other entity.
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.
(b) The Parent (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 its operation of the 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 Seller is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with full power and authority to own or lease its properties and assets and to carry on its business as presently conducted. Each Seller is duly qualified to do business as a foreign corporation in all other jurisdictions where the nature of its business requires such qualification, except where the failure to so qualify could not result in a Material Adverse Effect with respect to such Seller’s MBC Business. A true and complete list of the jurisdictions in which each Seller is qualified to do business is set forth on Schedule 4.1 annexed hereto.
