Qualification; Location of Business and Assets. Target is duly qualified and in good standing as a foreign corporation and has all requisite corporate power and authority to do business in the jurisdictions set forth on Schedule 2.4 of the Sellers’ Disclosure Schedule, which jurisdictions are the only jurisdictions wherein the character of the properties owned or leased or the nature of activities conducted by Target make such qualification necessary and where the failure to so qualify would have a Material Adverse Effect on the Target. Set forth on Schedule 2.4 of the Sellers’ Disclosure Schedule is each location (specifying state, county and city) where Target (a) has a place of business, (b) owns or leases real property, (c) maintains inventory and/or (d) maintains employees.
Qualification; Location of Business and Assets. The Company is duly licensed or qualified to do business as a foreign corporation and is in corporate and tax good standing in the respective jurisdictions set forth in Section 3.2 of the Company Disclosure Schedule, which jurisdictions are the only jurisdictions wherein the character or location of the properties owned or leased or the nature of activities conducted by it make such qualification necessary, except where the failure to be so qualified has not had and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There has not been any claim by any jurisdiction to the effect that the Company is required to qualify or otherwise to be authorized to do business as a foreign corporation in any jurisdiction in which such Company has not qualified or obtained such authorization. Set forth in Section 3.2 of the Company Disclosure Schedule are (a) every state or foreign jurisdiction in which the Company has employees or facilities and (b) the directors and officers of the Company.
Qualification; Location of Business and Assets. Each of the Companies is duly qualified and in good standing and duly authorized to do business in the jurisdictions set forth in Section 3.4 of the Disclosure Letter, which jurisdictions are the only jurisdictions wherein the character of the properties owned or leased or the nature of activities conducted by it make such qualification necessary. Set forth in Section 3.4 of the Disclosure Letter is each location (specifying state, county and city) where each of the Companies (a) has a place of business, (b) owns or leases real property and (c) owns or leases any other property, including inventory, equipment or furniture.
Qualification; Location of Business and Assets. Each Company and each Company Subsidiary is duly licensed or qualified to do business as a foreign corporation or foreign limited liability company, as applicable, and is in good standing in the jurisdictions set forth in Schedule 5.2, which jurisdictions are the only jurisdictions wherein the character or location of the properties owned or leased or the nature of activities conducted by each Company and Company Subsidiary make such qualification necessary. There has not been any claim by any jurisdiction to the effect that any Company or any Company Subsidiary is required to qualify or otherwise to be authorized to do business as a foreign company in any jurisdiction in which such Company or such Company Subsidiary has not qualified or obtained such authorization. Set forth in Schedule 5.2 is each location where a Company or a Company Subsidiary (a) has a place of business, or (b) owns or leases real property.
Qualification; Location of Business and Assets. Each Target Company is duly qualified and in good standing as a foreign corporation and has all requisite corporate power and authority to do business in the jurisdictions set forth on Schedule 3.2, which jurisdictions are the only jurisdictions wherein the character of the properties owned or leased or the nature of activities conducted by them make such qualification necessary, other than those jurisdictions where the failure to be qualified to do business will not result in a Material Adverse Effect. Set forth on Schedule 3.2 is each location (specifying state, county, and city) where each Target Company (a) has a place of business, (b) owns or leases real property, (c) maintains inventory, and/or (d) maintains employees.
Qualification; Location of Business and Assets. The Company is duly qualified and in good standing and duly authorized to do business in the jurisdictions set forth in Section 3.4 of the Disclosure Letter, which jurisdictions are the only jurisdictions wherein the character of the properties owned or leased or the nature of activities conducted by it make such qualification necessary, except to the extent where the effect of the failure to be so qualified would not be reasonably expected to be material to the Company. Set forth in Section 3.4 of the Disclosure Letter is each location (specifying province or state and city) where the Company (a) has a place of business, (b) owns or leases real property and (c) owns or leases any other property, including inventory, equipment or furniture. The Company does not have any business operations outside of the United States.
Qualification; Location of Business and Assets. Seller is duly qualified and in good standing as a foreign corporation, duly authorized to do business in the jurisdictions in which it has its offices.
Qualification; Location of Business and Assets. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing in the jurisdictions set forth on Schedule 3.2, which jurisdictions are the only jurisdictions wherein the character or location of the properties owned or leased or the nature of activities conducted by Seller make such qualification necessary. There has not been any claim by any jurisdiction to the effect that Seller is required to qualify or otherwise to be authorized to do business as a foreign corporation in any jurisdiction in which Seller has not qualified or obtained such authorization. Set forth on Schedule 3.2 is each location where Seller (a) has a place of business, or (b) owns or leases property.
Qualification; Location of Business and Assets. Each of Merisel, Europe, Latin America, Mexico and the Subsidiaries is duly qualified and in good standing as a corporation (to the extent such concept is applicable), duly authorized to do business in those jurisdictions wherein the character of the properties owned or leased or the nature of activities conducted by such entities make such qualification necessary, except in such case would not have a Material Adverse Effect. Set forth on SCHEDULE 2.4 is each location (specifying country and city) where each of Merisel, Europe, Latin America, Mexico and any Subsidiary (a) has a place of business, (b) owns or leases real property or (c) owns or leases any other property, including inventory, equipment or furniture with an aggregate value at such location in excess of $100,000.
Qualification; Location of Business and Assets. Each Seller is duly qualified and in good standing as a foreign corporation and duly authorized to do business in the jurisdictions set forth in Section 2.2 of the Disclosure Letter, and such jurisdictions are the only jurisdictions wherein the character of the Purchased Assets or the conduct of the Business make such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. Set forth in Section 2.2 of the Disclosure Letter is each location (specifying state, county and city) where any Seller or Foreign Subsidiary: (a) has a place of business, (b) owns or leases real property, and (c) owns or leases any other material tangible property, including equipment, furniture and fixtures, relating to the Business.
