Qualification of Seller. Seller is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the Assets, or the nature of its activities makes such qualification or license necessary.
Qualification of Seller. SELLER is duly organized, validly existing and in good standing under the Laws of their respective jurisdictions or organization and have full power and authority to own, operate or lease the properties and assets now owned, operated or leased by them and to carry on their business as it has been and is currently conducted, except as, individually or in the aggregate, would not have a Material Adverse Effect. SELLER is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, individually or in the aggregate, would not have a Material Adverse Effect.
Qualification of Seller. Each of Seller and the General Partner has the requisite corporate or partnership power and authority, as applicable, required to carry on the business of owning and operating its assets, including the Subject Assets, as such business is now being conducted. Each of Seller and the General Partner is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not be material to Seller and the General Partner.
Qualification of Seller. Seller conducts business in multiple states outside of Arizona and is not aware of any licensing or registration requirements to conduct such business.
Qualification of Seller. Seller represents and warrants that:
(a) The Clariti common stock ("Clariti Stock") received or to be received from or on behalf of Acquisition pursuant to this Agreement (a) is being acquired for Seller's own account and not with the present view towards the distribution thereof without compliance with securities laws and (b) is subject to certain restrictions on transferability as provided under the Securities Act. Seller agrees that he will not dispose of the Clariti Stock except (i) pursuant to an effective registration statement under the Securities Act, or (ii) in any other transaction which, in the opinion of Clariti's securities counsel, is exempt from registration under the Securities Act, or the rules and regulations of the Securities and Exchange Commission ("SEC") thereunder; provided, however, that, subject to the terms and conditions of the Lock-Up Agreement, Seller may dispose of his shares of Clariti Stock under Rule 144 of the Securities Exchange Act, and, in connection therewith, Clariti covenants that it shall comply with the reporting requirements of the Securities Exchange Act, and, in furtherance thereof, Clariti shall:
(I) upon being informed in writing by Seller that Seller intends to sell any shares of Clariti Stock acquired in the Merger under Rule 144, certify to Seller, assuming same is accurate, that Clariti has been subject to the reporting requirements of the Securities Exchange Act for at least 90 days prior to the date of such certificate and in addition has filed all of the reports required to be filed by it pursuant to the Securities Exchange Act to enable Seller to sell any such shares of Clariti Stock under Rule 144.
(II) if any of the certificates representing shares of Clariti Stock is presented to Clariti's transfer agent for registration of transfer in connection with any sale theretofore made under paragraph (d) of Rule 144, provided such certificate is duly endorsed for transfer or accompanied by a duly executed stock power and is accompanied by an opinion of Clariti's counsel (at Clariti's expense) or an opinion of other counsel satisfactory to Clariti that such transfer has complied with the requirements of Rule 144, promptly instruct its transfer agent to register such transfer and to issue one or more new certificates free of any stop transfer order or restrictive legend.
(b) The Clariti Stock is being offered and sold under exemptions from the registration provisions of the Securities Act including, but not l...
Qualification of Seller. Seller represents that it has such ----------------------- knowledge and experience in financial and business matters generally, and in the healthcare systems integration systems specifically, that it is capable of evaluating the merits and risks of the proposed investment in the Securities has the capacity to protect its interests in connection with such investment in the Securities. Seller acknowledges that Buyer has furnished to Seller a copy of the Balance sheets of MC Informatics, Inc. at December 31, 1998 and 1997, and Statements of Operations and Cash Flows for the years then ended as reflected in the Current Report on Form 8-K/A of Healthdisk Corp. dated March 2, 1999, Buyer's quarterly report on Form 10-QSB for the quarter ending March 31, 1999, the Proxy Statement for Buyer's Annual Meeting held on May 24th, 1999, and internal unaudited balance sheets as of March 31, 1999 and April 30, 1999 of MC Informatics, Inc., and Statements of Operations for the three and on-month periods then ended.
Qualification of Seller. Seller is duly qualified to do business and is in good standing as a foreign corporation in the jurisdictions listed on Schedule 3.3 and there are no other jurisdictions in which the conduct of the Business or activities or Seller's ownership of the Assets to be Acquired requires any other qualification under applicable law, except for any such failure to quality or be in good standing as shall not have a Material Adverse Effect. For the purposes of this Agreement, "
Qualification of Seller. Seller has been duly incorporated and is validly existing and in good standing under the laws of the state of its incorporation. Seller is duly and validly qualified and authorized to do business and to originate and sell the Mortgage Loans in each state where the Secured Property is located or, in the event Seller is not so qualified, the lending of money and the acquisition and holding of Mortgage Loans does not constitute doing business in such state. Seller has all licenses required to engage in such transactions in each state where it originates Mortgage Loans.
Qualification of Seller. There are no other jurisdictions (other than Illinois and Tennessee) in which the conduct of Seller's Business or its ownership of the Assets requires any qualification under the law of such jurisdiction.
Qualification of Seller. Seller is a limited liability company duly formed or organized, validly existing and, to the extent legally applicable, in good standing under the Laws of its jurisdiction of formation or organization and has the requisite power and authority to operate its business, assets and properties (including, directly or indirectly, the Business) as now conducted. Seller is duly qualified as a foreign corporation or other organization to do business, and, to the extent legally applicable, is in good standing, in each jurisdiction in which the character of its owned, operated or leased properties or the nature of its activities with respect to its business (including, directly or indirectly, the Business) makes such qualification necessary except for jurisdictions in which the failure to be so qualified or in good standing would not have a Material Adverse Effect.
