ORGANIZATION, VALID EXISTENCE, ETC Clause Samples
ORGANIZATION, VALID EXISTENCE, ETC. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own, operate and lease the Assets and to carry on the Business as now being conducted. Seller is duly qualified or has been duly licensed, and is authorized to do business and is in good standing in each state in the United States and in each other jurisdiction (each such state and jurisdiction is listed in SCHEDULE 5.1 to the Disclosure Memorandum) where it is required due to (a) the ownership or lease of real or personal property for use in the operation of the Business (other than the lease of real property other than the Leased Real Property), (b) the nature of the business conducted by Seller or (c) otherwise, except where the failure to be so qualified, licensed, authorized or in good standing could not reasonably be expected to have a Material Adverse Effect.
ORGANIZATION, VALID EXISTENCE, ETC. Buyer and Vesta Corporation are each corporations duly organized and validly existing under the laws of the State of Oregon. Buyer and Vesta Corporation have all requisite power and authority to own or lease and operate their assets and to carry on their business as it is now conducted.
ORGANIZATION, VALID EXISTENCE, ETC. Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Minnesota. Seller has all requisite corporate power and authority to own, operate and lease the Assets and to carry on the Business as now being conducted. Seller is duly qualified or has been duly licensed, and is authorized to do business and is in good standing in each state in the United States and in each other jurisdiction (each such state and jurisdiction is listed in Schedule 5.1 to the Disclosure Memorandum) where it is required due to (a) the ownership or lease of real or personal property for use in the operation of the Business or (b) otherwise, except where the failure to be so qualified, licensed, authorized or in good standing could not reasonably be expected to have a Material Adverse Effect.
ORGANIZATION, VALID EXISTENCE, ETC. Buyer is a corporation duly organized and validly existing under the laws of the State of Oregon. Buyer has all requisite power and authority to own or lease and operate its assets and to carry on its business as it is now conducted.