Qualification. Seller represents that it is duly qualified to conduct business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions in which the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effect.
Appears in 9 contracts
Samples: Plan and Agreement (Global Resource CORP), Plan and Agreement (Global Resource CORP), Plan and Agreement (Global Resource CORP)
Qualification. Seller represents that it is duly licensed or qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions in which every jurisdiction where the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified qualify would not have a Material Adverse Effectmaterial adverse effect on Seller’s business, operations, assets or financial condition.
Appears in 8 contracts
Samples: Acquisition Agreement (Outback Steakhouse Inc), Acquisition Agreement (Outback Steakhouse Inc), Acquisition Agreement (Outback Steakhouse Inc)
Qualification. Seller represents that it is duly qualified to conduct business as it is currently being conducted and is in good standing or licensed as a foreign corporation in all jurisdictions good standing in which each jurisdiction wherein the nature of its business activities or location of its properties owned or leased makes such qualification or licensing necessary and leased property and assets requires such qualification, except where failure to be so qualified or licensed would not have a Material Adverse Effectmaterial adverse impact on its business.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Imatron Inc), Exhibit 1 Stock Purchase Agreement (Positron Corp), Stock Purchase Agreement (Imatron Inc)
Qualification. The Seller represents that it is duly licensed or qualified to conduct do business as a foreign entity, and it is currently being conducted and is in good standing as a foreign corporation standing, in all jurisdictions in which each jurisdiction wherein the character of the properties owned or leased by is, or the nature of its business business, makes such licensing or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effectqualification necessary.
Appears in 6 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc)
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its business or location of its owned and leased property and assets requires as now conducted makes such qualificationqualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Gastar Exploration USA, Inc.), Purchase and Sale Agreement (Cubic Energy Inc)
Qualification. Seller represents that it is duly qualified to conduct business as it is currently being conducted do business, and is in good standing as a foreign corporation standing, in all jurisdictions each jurisdiction in which the nature of its the business or location of its owned and leased property and assets requires makes such qualificationqualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (EV Energy Partners, LP)
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions states in which qualification is required by the nature of its business or location of its owned and leased property and assets requires such qualification, except where in which the failure to so qualify and be so qualified in good standing would not have a Material Adverse Effectmaterial adverse effect on the Purchased Assets.
Appears in 2 contracts
Samples: Fastcall Purchase Agreement (Comdial Corp), Fastcall Purchase Agreement (Spanlink Communications Inc)
Qualification. The Seller represents that it is duly licensed or qualified to conduct do business as a foreign entity, and it is currently being conducted and is in good standing as a foreign corporation standing, in all jurisdictions in which each jurisdiction wherein the character of the properties owned or leased by is, or the nature of its business business, makes such licensing or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effectqualifications necessary.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc)
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions states in which qualification is required by the nature of the Business and in which the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to so qualify and be so qualified in good standing would not have a Material Adverse Effectmaterial adverse effect on the Business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Virtual Technology Corp), Asset Purchase Agreement (Virtual Technology Corp)
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and and, to the extent applicable, is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its the business or location of its owned and leased property and assets requires as now conducted makes such qualificationqualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC)
Qualification. Seller represents that it is duly licensed or qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation entity in all jurisdictions in which every jurisdiction where the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified qualify would not have a Material Adverse Effectmaterial adverse effect on Seller’s businesses, operations, assets or financial condition.
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Qualification. Seller represents that it is duly qualified or licensed to conduct do business as it is currently being conducted a foreign corporation and is in good standing as a foreign corporation in all of the jurisdictions in which it owns, leases or operates the nature Assets or in which such qualification or licensing is required for the conduct of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effectthe Business.
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Qualification. Seller represents that it is duly licensed or qualified to conduct do ------------- business as it is currently being conducted a foreign corporation, and is in good standing as a foreign corporation standing, in all jurisdictions in which the nature of its business or location the character of its the properties owned and or leased property and assets requires by it makes such qualification, except where failure to be so qualified would not have a Material Adverse Effectlicensing or qualification necessary.
Appears in 1 contract
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its the business or location of its owned and leased property and assets requires as now conducted makes such qualificationqualification necessary, except where the failure to be so qualified would or in good standing could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement for Purchase and Sale (Stone Energy Corp)
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its business as now conducted or location of its owned and leased property and assets requires make such qualificationqualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse EffectEffect on Seller.
Appears in 1 contract
Samples: LLC Interests Purchase Agreement (Northern Orion Resources Inc)
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions states in which qualification is required by the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effectthe Business.
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Qualification. Seller represents that it is duly licensed or qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions in which every jurisdiction where the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified qualify would not have a Material Adverse Effectmaterial adverse effect on Seller's business, operations, assets or financial condition.
Appears in 1 contract
Qualification. Seller represents that it is duly qualified to conduct business as it is currently being conducted and is in good -good standing as a foreign corporation in all jurisdictions in which the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement and Plan of Reorganization (Inphonic Inc)
Qualification. Seller represents that it is duly qualified or licensed to conduct business as it is currently being conducted and is in good standing as a foreign corporation corporation, limited liability company or limited liability partnership (as applicable) in all each of the jurisdictions in which it owns, leases or operates the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse EffectAssets.
Appears in 1 contract
Qualification. Seller represents that it is duly qualified or licensed to conduct do business as it is currently being conducted a foreign corporation and is in good standing as a foreign corporation in all the jurisdictions in which such qualification or licensing is required for the nature conduct of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effectthe Business.
Appears in 1 contract
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature ownership of its business the Assets or location the operation of its owned and leased property and assets requires the Business by Seller as now being conducted makes such qualification, except where failure to be so qualified would not have a Material Adverse Effectqualification necessary.
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Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions in which under the laws of each state where the nature of the Purchased Business or the Purchased Assets requires qualification and where failure to qualify would have a material adverse effect on its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not have a Material Adverse Effectfinancial condition.
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Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation in all jurisdictions each jurisdiction in which the nature of its business or location of its owned and leased property and assets requires as now conducted makes such qualification, except where failure to be so qualified would not have a Material Adverse Effectqualification necessary.
Appears in 1 contract
Qualification. Seller represents that it is duly qualified to conduct do business as it is currently being conducted and is in good standing as a foreign corporation partnership in all jurisdictions in which where such qualification is required except for those jurisdictions where the nature of its business or location of its owned and leased property and assets requires such qualification, except where failure to be so qualified would not reasonably be expected to have a Seller Material Adverse Effect.
Appears in 1 contract
Samples: Asset Acquisition Agreement (Pricellular Wireless Corp)
Qualification. Seller represents that it is duly qualified or otherwise authorized as a foreign corporation to conduct transact business as it is currently being conducted and is in good standing as a foreign corporation such in all jurisdictions each jurisdiction in which the nature conduct of its business or location of its owned and leased property and assets requires such qualificationso requires, except where the failure to be so qualified would will not have a Material Adverse Effectmaterial adverse effect on Seller.
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