Common use of Seller Organization; Good Standing Clause in Contracts

Seller Organization; Good Standing. Seller is a limited liability company, duly organized, validity existing and in good standing under the laws of the State of Delaware. Seller has the requisite power and authority to own the Purchased Assets and to carry on its business as currently conducted. Seller is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction where the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Elite Pharmaceuticals Inc /De/), Asset Purchase Agreement (Elite Pharmaceuticals Inc /De/)

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Seller Organization; Good Standing. Seller is a limited liability companycompany duly formed, duly organized, validity validly existing and in good standing under the laws Laws of the State of Delaware. Seller has the requisite power and authority to own the Purchased Assets and to carry on its business as currently conducted. Seller is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction where the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Midstream Partners, LP)

Seller Organization; Good Standing. Seller is a limited liability companyduly incorporated, duly organizedvalidly existing and, validity existing and to the extent legally applicable, in good standing under the laws of the State of Delaware. Seller Delaware and has the requisite power and authority to own the Purchased Assets and to carry on operate its business as currently now conducted. Seller is duly qualified to conduct business as a foreign corporation and and, to the extent legally applicable, is in good standing in each jurisdiction where the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effectprevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eliem Therapeutics, Inc.)

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Seller Organization; Good Standing. Seller is a limited liability company, duly organized, validity existing and in good standing under the laws of the State of Delaware. Seller has the requisite power and authority to own the Purchased Assets and to carry on its business as currently conducted. Seller is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction where the nature of the business conducted by it makes such qualification necessary, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect.. EXECUTION COPY Privileged and Confidential

Appears in 1 contract

Samples: Asset Purchase Agreement (Elite Pharmaceuticals Inc /De/)

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