Common use of Organization and Good Standing Clause in Contracts

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 93 contracts

Samples: Limited Liability Company Membership Interest Purchase Agreement (Cannapharmarx, Inc.), Stock Purchase Agreement (NF Energy Saving Corp), Share Exchange and Purchase Agreement

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Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 42 contracts

Samples: Stock Purchase Agreement (Staffing 360 Solutions, Inc.), Purchase Agreement (Athenex, Inc.), Purchase Agreement (ImmunityBio, Inc.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareNevada.

Appears in 25 contracts

Samples: Membership Interest Purchase Agreement (Better for You Wellness, Inc.), Asset Purchase Agreement (Integrated Cannabis Solutions, Inc.), Membership Interest Purchase Agreement (Better for You Wellness, Inc.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now conducted.

Appears in 22 contracts

Samples: Stock Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Applied Dna Sciences Inc), Asset Purchase Agreement (Nu Skin Enterprises Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 15 contracts

Samples: Asset Purchase Agreement (Ambient Corp /Ny), Equity Purchase Agreement (CPM Holdings, Inc.), Powder Metal Stock Purchase Agreement (Sinter Metals Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to conduct its business as it is now conducted.

Appears in 10 contracts

Samples: Asset Purchase Agreement (Augme Technologies, Inc.), Asset Purchase Agreement (Augme Technologies, Inc.), Asset Purchase Agreement (Augme Technologies, Inc.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to own, lease and operate its properties and carry on its business as it is now being conducted.

Appears in 6 contracts

Samples: Stock Purchase Agreement, Asset Purchase Agreement (Rainmaker Systems Inc), Stock Purchase Agreement (Rainmaker Systems Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, organized and validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Sonic Automotive Inc), Stock Purchase Agreement (Sonic Automotive Inc), Stock Purchase Agreement (Sonic Automotive Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 5 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Creek Road Miners, Inc.), Employment Agreement (Natrol Inc), Asset Purchase Agreement (Trex Medical Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Janover Inc.), Asset Purchase Agreement, Asset Purchase Agreement (Digirad Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Applicable Laws of the State of Delaware. The Buyer has full corporate power and authority to own its properties and carry on its business as it is now being conducted.

Appears in 5 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Artesian Resources Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State Commonwealth of DelawarePennsylvania.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Front Royal Inc), Stock Purchase Agreement (Equitable Resources Inc /Pa/), Option Agreement (Front Royal Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State Commonwealth of DelawarePennsylvania.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Commercial National Financial Corp /Pa), Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State state of Delaware, USA.

Appears in 4 contracts

Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.)

Organization and Good Standing. The Buyer is a corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State state of Delaware.

Appears in 4 contracts

Samples: Securities Purchase Agreement (1347 Capital Corp), Securities Purchase Agreement (Levy Acquisition Corp), Securities Purchase Agreement (Levy Acquisition Corp)

Organization and Good Standing. Buyer is a corporation duly organizedvalidly established, validly currently existing, and in good standing under the laws of the State of Delaware.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Hybrook Resources Corp.), Asset Purchase Agreement (Best Energy Services, Inc.), Stock Purchase Agreement (Hybrook Resources Corp.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, a registered bank holding company under the BHCA, and a financial holding company under the GLB Act.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (Enterprise Financial Services Corp), Agreement and Plan of Merger (Enterprise Financial Services Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State state of Delawareits incorporation.

Appears in 3 contracts

Samples: Stock Acquisition Agreement (Talton Invision Inc), Stock Acquisition Agreement (Talton Invision Inc), Stock Purchase Agreement (Big Flower Holdings Inc/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has all the requisite corporate power to carry on its business as presently conducted.

Appears in 3 contracts

Samples: Stock Purchase Agreement (American Achievement Corp), Stock Purchase Agreement (Worldwide Flight Services Inc), Stock Purchase Agreement (Aerolink International Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareWashington.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Zumiez Inc), Stock Purchase Agreement (Timeline Inc), Asset Purchase Agreement (Direct Focus Inc)

Organization and Good Standing. Buyer is a corporation duly ------------------------------ organized, validly existing, existing and in good standing under the laws of the State of Delaware. The copies of Buyer's certificate of incorporation and by-laws, as amended to date, which have been delivered to Seller, are true and correct and complete and are in full force and effect.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Equimed Inc), 31 Stock Purchase Agreement (Equimed Inc), Stock Purchase Agreement (Equimed Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State Commonwealth of DelawareVirginia, with full corporate power and authority to conduct its business as it is now conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (HOOKER FURNISHINGS Corp), Asset Purchase Agreement (Luna Innovations Inc), Asset Purchase Agreement (Hooker Furniture Corp)

Organization and Good Standing. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement

Organization and Good Standing. Buyer is a corporation duly ------------------------------ organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 3 contracts

Samples: Stock Purchase Agreement (SMTC Corp), Stock Purchase Agreement (Seachange International Inc), Stock Purchase Agreement (Seachange International Inc)

Organization and Good Standing. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 3 contracts

Samples: Equity Transfer Agreement (I-on Digital Corp.), Asset Sale & Purchase Agreement (DotVN, Inc.), Asset Sale & Purchase Agreement (DotVN, Inc.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (GlobalOptions Group, Inc.), Asset Purchase Agreement (Creative Solutions With Art, Inc.), Asset Purchase Agreement (Cohu Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State state of Delaware.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Replay Acquisition Corp.), Securities Purchase Agreement (Replay Acquisition Corp.), Securities Purchase Agreement (Replay Acquisition Corp.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, its state of incorporation.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Power 3 Medical Products Inc), Asset Purchase Agreement (Advanced Bio/Chem Inc), Asset Purchase Agreement (Power 3 Medical Products Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. The Buyer has full power and authority to execute and deliver this Agreement and the other Buyer Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Kensey Nash Corp), Asset Purchase Agreement (Kensey Nash Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to conduct the Business.

Appears in 2 contracts

Samples: Asset Purchase and Contribution Agreement (Fox Factory Holding Corp), Asset Purchase Agreement (Fox Factory Holding Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State Commonwealth of DelawareVirginia, and has full corporate power and authority to own its properties and carry on its business as it is now being conducted.

Appears in 2 contracts

Samples: Purchase Agreement (San Juan Partners LLC), Purchase Agreement (Dominion Resources Inc /Va/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now being conducted and to own or use the properties and assets that it purports to own or use.

Appears in 2 contracts

Samples: Stock Sale and Purchase Agreement (Prestige Brands International, LLC), Stock Purchase Agreement (Harmonic Lightwaves Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to enter into this Agreement and the other Transaction Documents to which it is a party. True, correct and complete copies of the Organizational Documents of the Buyer have been delivered to the Seller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (NMI Holdings, Inc.), Stock Purchase Agreement (NMI Holdings, Inc.)

Organization and Good Standing. Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the State Laws of Delaware.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Om Group Inc), Stock Purchase Agreement (Rockwood Specialties Group Inc)

Organization and Good Standing. Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (WillScot Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware...

Appears in 2 contracts

Samples: Stock Purchase Agreement (Master Graphics Inc), 14 Stock Purchase Agreement (Master Graphics Inc)

Organization and Good Standing. Buyer is a corporation limited liability company duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as it is now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (MGP Ingredients Inc), Asset Purchase Agreement (Allis Chalmers Energy Inc.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State its state of Delaware.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Benesse Corp), Stock Purchase Agreement (Berlitz International Inc)

Organization and Good Standing. Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Church & Dwight Co Inc /De/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer is duly qualified and in good standing in the State of Texas.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Allis Chalmers Corp), Stock Purchase Agreement (Allis Chalmers Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sanmina Corp/De), Stock Purchase Agreement (Corrections Corporation of America)

Organization and Good Standing. Buyer is a corporation duly organized, ------------------------------ validly existing, and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Purchase Agreement (Commercial Aggregates Transportation & Sales LLC), Stock Purchase Agreement (Standard Pacific Corp /De/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareVirginia, with full corporate power and authority to conduct its business as it is now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pacel Corp), Asset Purchase Agreement (Pacel Corp)

Organization and Good Standing. Buyer is a corporation Delaware corporation, duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has full power and authority to conduct its business as presently being conducted and to own and lease its properties and assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mac-Gray Corp), Purchase Agreement (Genesee Corp)

Organization and Good Standing. Buyer is a Delaware corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Williams Energy Partners L P), Stock Purchase Agreement (Group 1 Automotive Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full power and authority to carry on its business and to enter into and carry out the terms of this Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Bio Plexus Inc), Securities Purchase Agreement (Bio Plexus Inc)

Organization and Good Standing. Buyer is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the State of DelawareDelaware and is in good standing under such laws.

Appears in 2 contracts

Samples: Asset Purchase Agreement (National Equipment Services Inc), Asset Purchase Agreement (Amresco Inc)

Organization and Good Standing. Buyer is a corporation duly organizedformed, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has not been formed for the specific purpose of acquiring the Shares.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Polaris Venture Partners Iv Lp), Form of Stock Purchase Agreement (Celgene Corp /De/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has full power and authority to execute and deliver this Agreement and the other Buyer Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kensey Nash Corp), Asset Purchase Agreement (Kensey Nash Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power to own, operate and lease its properties and carry on its business as it is now being conducted and as the same will be conducted following the Closing.

Appears in 2 contracts

Samples: Asset Exchange Agreement (Salem Communications Corp /De/), Asset Purchase Agreement (Salem Communications Corp /De/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State state of DelawareDelaware and is duly authorized to do business therein.

Appears in 2 contracts

Samples: Asset Sale and Purchase (Prestige Brands Holdings, Inc.), Sale and Purchase Agreement (Aurora Foods Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full power and authority to conduct its business as it is now conducted.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Pure Earth, Inc.)

Organization and Good Standing. Buyer is a corporation duly --------------------------------- organized, validly existing, and in good standing under the laws of the State of Delaware, and with all requisite power to enter into and perform its obligations under this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agway Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite corporate power and authority to own the Assets.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Crimson Exploration Inc.)

Organization and Good Standing. Buyer is a corporation legal entity duly organizedformed, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Coleman Cable, Inc.)

Organization and Good Standing. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State Laws of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Evoqua Water Technologies Corp.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now conducted. AMCON is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amcon Distributing Co)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer is a wholly owned Subsidiary of SKW Trostberg AG, a German Aktiengesellschaft.

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Pharmaceuticals Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harvard Industries Inc)

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Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now conducted. Buyer has adequate funds on hand or available from financing in place to satisfy the Purchase Price and all of Buyer’s other obligations under this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Schawk Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State Commonwealth of DelawareVirginia.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netplex Group Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.Delaware and is duly authorized to do business therein. 5.07

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Outsourcing Services Group Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware, with full corporate power and authority to conduct its business as it is now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State state of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monster Worldwide Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.Delaware and has all requisite corporate power and authority to own, lease and operate the Acquired Assets and the Business as presently being conducted. 4.2

Appears in 1 contract

Samples: Asset Purchase Agreement (Olin Corp)

Organization and Good Standing. Buyer is a corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Leap Group Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.Delaware with full corporate powers to own and operate its business and properties and to carry on its business substantially as presently conducted. Section 4.2

Appears in 1 contract

Samples: Stock Purchase Agreement (Safeguard Health Enterprises Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to conduct its business as it is now being conducted, to own or use the property and assets and is duly qualified to do business as a foreign corporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)

Organization and Good Standing. The Buyer is a corporation Delaware corporation, duly organized, validly existing, and in good standing under the laws of the State of Delawarestanding.

Appears in 1 contract

Samples: Asset Acquisition Agreement (5580 Holdings Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State state of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Harmonic Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to enter into this Agreement and consummate the transaction contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Robotic Vision Systems Inc)

Organization and Good Standing. Buyer is a corporation corporation, duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer is qualified to do business in the State.

Appears in 1 contract

Samples: Purchase Agreement (Molina Healthcare Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of Delaware, with full power and authority to carry on its business and to enter into and carry out the State terms of Delawarethis Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Medicor LTD)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ceco Environmental Corp)

Organization and Good Standing. Buyer is a Delaware corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby and thereby to be consummated by it.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edge Petroleum Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware. The Buyer is not in violation of any of the provisions of its certificate of incorporation or by-laws, except for any violations that would not have a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Contribution and Stock Purchase Agreement (Acxiom Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareCommonwealth.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Community Properties Trust)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of Delaware. Buyer has the State of Delawarecorporate power and authority to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Platte Chemical Co)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has full corporate power and authority to conduct its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Greif Brothers Corp)

Organization and Good Standing. Buyer is a corporation Buyers are corporations duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Partnership Interests Purchase Agreement (Texas Industries Inc)

Organization and Good Standing. Buyer is a corporation duly --------------------------------- organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ralcorp Holdings Inc /Mo)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware., with full corporate power and authority to conduct its business as it is now being conducted. SECTION 4.2

Appears in 1 contract

Samples: Asset Purchase Agreement (By&c Management Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareMaine.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bowater Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to enter into and perform and carry out this Agreement. The execution, delivery and performance of this Agreement by Buyer has been duly and validly authorized by all requisite corporate action on the part of the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Asia Web Holdings Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, ------------------------------ organized and validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Automotive Inc)

Organization and Good Standing. Buyer is a Delaware corporation duly organizedincorporated, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arcadia Resources, Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Sale and Purchase Agreement (Interactive Data Corp/Ma/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Acquisition Company is a corporation duly organized, validly existing, and in good standing under the laws of the Province of Québec.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ceco Environmental Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. The Buyer is not a "foreign person" as defined in section 1445 of the Internal Revenue Code of 1986, as amended.

Appears in 1 contract

Samples: Stock Purchase Agreement (Affinity Group Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareMaryland. Buyer has delivered to Sellers copies of the Organizational Documents of Buyer, as currently in effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Origin Investment Group Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, with full corporate power and authority to conduct its business as it is now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing under the laws of the State of California.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intricon Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.Delaware with full corporate power and authority to conduct the Business. 4.2

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, and has full power and authority to carry on its business as now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pumatech Inc)

Organization and Good Standing. The Buyer is a corporation duly incorporated and organized, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (POSITIVEID Corp)

Organization and Good Standing. Buyer is a corporation duly ------------------------------ organized, validly existing, and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, ------------------------------- organized and validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sonic Automotive Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and Fibreboard is a corporation duly organized, existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fibreboard Corp /De)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Au Bon Pain Co Inc)

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