Common use of Qualification Clause in Contracts

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 12 contracts

Samples: Convertible Debenture Purchase Agreement (Wireless Ronin Technologies Inc), Convertible Debenture Purchase Agreement (Wireless Ronin Technologies Inc), Stock Purchase Agreement (Telident Inc /Mn/)

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Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 9 contracts

Samples: Unit Purchase Agreement (Chilco River Holdings Inc), Stock Purchase Agreement (Orphan Medical Inc), H Power Corp (H Power Corp)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessdomestication necessary.

Appears in 7 contracts

Samples: Preferred Stock Purchase Agreement (Value America Inc /Va), Securities Purchase Agreement (Jd American Workwear Inc), Preferred Stock Purchase Agreement (Value America Inc /Va)

Qualification. The Company is duly qualified or licensed and in good standing as a foreign corporation in good standing duly authorized to do business in each jurisdiction wherein in which the nature character of its activities or of its the properties owned or leased or the nature of the activities conducted makes such qualification qualifications or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessnecessary.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Max & Ermas Restaurants Inc), Revolving Credit Agreement (Max & Ermas Restaurants Inc), Revolving Credit Agreement (Max & Ermas Restaurants Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed ------------- domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and domestication necessary, except where the failure to be so qualified or licensed would not have a material adverse impact Material Adverse Effect on its businessthe Company.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Titus Interactive S A), Stock Purchase Agreement (Interplay Entertainment Corp), Stock Purchase Agreement (Titus Interactive S A)

Qualification. The Company is duly qualified qualified, licensed or licensed -------------- domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and domestication necessary, except where the failure to be so qualified or licensed would not have a material adverse impact Material Adverse Effect on its businessthe Company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Fargo Brian), Stock Purchase Agreement (Interplay Entertainment Corp), Stock Purchase Agreement (Titus Interactive S A)

Qualification. The Company is duly qualified or licensed and in good ------------- standing as a foreign corporation in good standing authorized to transact business in each jurisdiction wherein where the nature conduct of its activities business or the ownership of its properties owned or leased makes other assets requires such qualification or licensing necessary and the failure to be so qualified or licensed would have a material adverse impact effect on its businessthe assets, condition or business of the Company.

Appears in 3 contracts

Samples: Stock Purchase Agreement (American Cellular Corp /De/), Stock Purchase Agreement (American Cellular Corp /De/), Stock Purchase Agreement (American Cellular Corp /De/)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated ------------- as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 3 contracts

Samples: Unit Purchase Agreement (Rapidtron Inc), Unit Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc)

Qualification. The Company is duly qualified or licensed as a ------------- foreign corporation limited liability company in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification qualification, licensing or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessdomestication necessary.

Appears in 2 contracts

Samples: Interest Purchase Agreement (Plug Power Inc), Interest Purchase Agreement (Plug Power Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed ------------- domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement (Rapidtron Inc), Convertible Note and Warrant Purchase Agreement (Rapidtron Inc)

Qualification. The Company is is, and each of its Subsidiaries is, duly qualified or licensed and in good standing as a foreign corporation in good standing duly authorized to do business in each jurisdiction wherein (other than the jurisdiction of its organization) in which the nature of its activities or the character of its the properties owned it owns or leased leases makes such qualification or licensing necessary and in which the failure to so qualify or be so qualified or licensed would have a material adverse impact on Material Adverse Effect. SCHEDULE II sets forth as to the Company and each of its business.Subsidiaries the jurisdictions (other than the jurisdiction of its

Appears in 2 contracts

Samples: Note Purchase Agreement (Hutchinson Technology Inc), Note Purchase Agreement (Hutchinson Technology Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing domestication necessary and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on its businesseffect upon the condition (financial or otherwise), earnings, business or business prospects, properties or operations of the Company (a "Material Adverse Effect").

Appears in 2 contracts

Samples: Stock Purchase Agreement (Orphan Medical Inc), Stock Purchase Agreement (Orphan Medical Inc)

Qualification. The Each of the Company and its Subsidiaries is duly qualified or licensed and in good standing as a foreign corporation in good standing authorized to do business in each jurisdiction wherein (other than the jurisdiction of its incorporation) in which the nature of its activities or the character of its the properties owned it owns or leased leases makes such qualification or licensing necessary and in which the failure so to be so qualified or licensed qualify would have a material materially adverse impact effect on its businessthe Company.

Appears in 2 contracts

Samples: Note and Warrant Purchase Agreement (Dixon Ticonderoga Co), Note and Warrant Purchase Agreement (Eco Soil Systems Inc)

Qualification. The Company is duly qualified or licensed and in good standing as a foreign corporation in good standing and is duly authorized to transact business in each jurisdiction wherein the nature character of its activities or of its the properties owned or leased by it or the nature of the activities conducted by it makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessgood standing necessary.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Balanced Care Corp), Stock Purchase Agreement (United States Filter Corp)

Qualification. The To the best of its knowledge, the Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary necessary, and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Digi International Inc)

Qualification. The Company is duly qualified or licensed otherwise authorized as a foreign corporation to transact business and is in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes in which such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessauthorization is required by Law.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Beverly Hills LTD Inc), Stock Purchase Agreement (Beverly Hills LTD Inc)

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Qualification. The To the best of its knowledge, the Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Note Purchase Agreement (Digi International Inc), Note Purchase Agreement (Digi International Inc)

Qualification. The Company and each of its subsidiaries is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.

Appears in 2 contracts

Samples: Innovative Gaming Corp of America, Innovative Gaming Corp of America

Qualification. The Each Company is duly qualified or licensed to do business as a foreign corporation company and is in good standing in each jurisdiction wherein where the character of the properties owned, leased or operated by it or the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure necessary, except for such failures to be so duly qualified or licensed would and in good standing that could not, individually or in the aggregate, reasonably be expected to have a material adverse impact Material Adverse Effect on its businesseither Company.

Appears in 1 contract

Samples: Agent Agreement (Century Pacific Financial Corp)

Qualification. The Company is duly qualified or licensed and in good standing as a foreign corporation in good standing all jurisdictions in each jurisdiction wherein which the character of its owned or leased properties or the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessnecessary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Uromed Corp)

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its business.. 9.3

Appears in 1 contract

Samples: Innovative Gaming Corp of America

Qualification. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact on its businessMaterial Adverse Effect (as hereinafter defined).

Appears in 1 contract

Samples: Stock Purchase Agreement (Buca Inc /Mn)

Qualification. The Company is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its properties owned or leased makes such qualification or licensing necessary and failure to be so qualified or licensed would have a material adverse impact effect on its business.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Integ Incorp)

Qualification. The Company is duly licensed or qualified or licensed to do business as a foreign corporation entity, and it is in good standing standing, in each jurisdiction wherein the nature character of its activities or of its the properties owned or leased by is, or the nature of its business, makes such licensing or qualification necessary. The states in which the Company is licensed or licensing necessary and failure qualified to be so qualified or licensed would have a material adverse impact on its businessdo business are listed in SCHEDULE 4.1(C).

Appears in 1 contract

Samples: Asset Purchase Agreement (Outback Steakhouse Inc)

Qualification. The Company is duly qualified qualified, licensed or licensed domesticated as a foreign corporation in good standing in each jurisdiction wherein the nature of its activities or of its the properties owned or leased by it makes such qualification qualification, licensing or licensing necessary domestication necessary, and in which failure to so qualify or be so qualified licensed or licensed domesticated would have a material adverse impact on upon its business.

Appears in 1 contract

Samples: Agreement (Life Usa Holding Inc /Mn/)

Qualification. The Company and each of its Subsidiaries is duly qualified or licensed as a foreign corporation and in good standing as foreign corporations duly authorized to do business in each jurisdiction wherein in which the character of the properties owned or the nature of its the activities or of its properties owned or leased conducted makes such qualification or licensing necessary and necessary, except where the failure to be so qualified or licensed would could not have a material adverse impact on its businessMaterial Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)

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