Common use of Corporate Organization Clause in Contracts

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 9 contracts

Samples: Asset Purchase Agreement (Gsi Technology Inc), Asset Purchase Agreement (Sun Healthcare Group Inc), Asset Transfer Agreement (Intersil Holding Co)

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Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delaware and has the requisite incorporation with full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedit is now being conducted and to own, operate and lease its properties and assets.

Appears in 7 contracts

Samples: Stock Purchase Agreement by And (Egpi Firecreek, Inc.), Stock Purchase Agreement (Egpi Firecreek, Inc.), Stock Purchase Agreement by And (Egpi Firecreek, Inc.)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedDelaware.

Appears in 5 contracts

Samples: Asset Purchase Agreement (Naviant Inc), Asset Purchase Agreement (Nash Finch Co), Asset Purchase Agreement (Intelliquest Information Group Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware New York and has the requisite corporate power and authority to own, lease lease, or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 3 contracts

Samples: Stock Purchase Agreement (MTM Technologies, Inc.), Agreement and Plan of Merger (MTM Technologies, Inc.), Asset Purchase Agreement (MTM Technologies, Inc.)

Corporate Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware Iowa and has the all requisite corporate power and authority to own, lease or otherwise hold own its properties and assets and to carry on conduct its business as presently now conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Caseys General Stores Inc), Asset Purchase Agreement (Caseys General Stores Inc), Asset Purchase Agreement (Caseys General Stores Inc)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedDelaware.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Arbitron Inc), Stock Purchace Agreement (Ratexchange Corp)

Corporate Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has the requisite corporate power and authority to own, lease or otherwise hold own its properties property and assets and to carry on its business as presently now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Objectspace Inc), Asset Purchase Agreement (Objectspace Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedDelaware.

Appears in 2 contracts

Samples: 10 Asset Purchase Agreement (Five Star Products Inc), Asset Purchase Agreement (National Patent Development Corp)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not, individually or in the aggregate, have a material adverse effect on the business or operations of Purchaser.

Appears in 2 contracts

Samples: Concord Merger Corp, Concord Merger Corp

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the requisite corporate full power and authority to own, lease or otherwise hold its properties enter into this Agreement and assets and to carry on its business as presently conductedperform the transactions contemplated herein.

Appears in 2 contracts

Samples: Acquisition Agreement (Diamond Discoveries International Corp), Acquisition Agreement (Diamond Discoveries International Corp)

Corporate Organization. Purchaser is a corporation national banking association, duly organized, validly existing and in good standing under the laws of the State of Delaware and United States. Purchaser has the requisite corporate power and authority to lease or own, lease or otherwise hold its properties as the case may be, the Property being acquired, to assume the liabilities being transferred, to execute and assets deliver this Agreement and related documents and to carry on its business as presently conductedeffect the transactions contemplated herein.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Green Bancorp, Inc.), Purchase and Assumption Agreement (Green Bancorp, Inc.)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite all necessary corporate power and authority to own, operate and lease or otherwise hold its properties and assets and to carry on its business as presently the same is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Next Inc/Tn), Asset Purchase Agreement (Next Inc/Tn)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductednow being conducted by it.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Wilshire Financial Services Group Inc), Stock Purchase Agreement (Wilshire Financial Services Group Inc)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. It has the all requisite corporate power and authority to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently now being conducted.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Airgas East Inc), Equity Purchase Agreement (Nitrous Oxide Corp)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has the requisite full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently it is now being conducted.

Appears in 2 contracts

Samples: Securities Purchase Agreement (I2 Technologies Inc), Securities Purchase Agreement (Vialink Co)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware and Virginia. Purchaser has the requisite corporate power and authority to ownown the properties being acquired, lease or otherwise hold its properties and assets to assume the liabilities being transferred and to carry on its business as presently conductedeffect the transactions contemplated herein.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Eastern Virginia Bankshares Inc), Purchase and Assumption Agreement (First National Corp /Va/)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has the requisite full corporate power and corporate authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductednow conducted and to own and lease the properties and assets it now owns and leases.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Generac Portable Products Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is subject to the reporting requirements imposed pursuant to Section 12(g) of the Exchange Act, and has the requisite corporate full power and authority to own, lease or otherwise hold its properties and assets and to carry on its current business as presently conductedand to purchase, own, use and sell its assets and properties.

Appears in 1 contract

Samples: Technology Acquisition Agreement (Birshstein Boris)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the all requisite corporate power and authority to own, lease or otherwise hold own and operate its properties and assets and to carry on its business as presently conductedconduct the businesses now conducted by it.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biochem International Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite all necessary corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently now being conducted.

Appears in 1 contract

Samples: Portfolio Purchase Agreement (Optimal Group Inc)

Corporate Organization. Purchaser is a corporation limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease lease, or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (TRX Inc/Ga)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or materially delay consummation of the Transactions, or otherwise prevent Purchaser from performing its material obligations under this Agreement.

Appears in 1 contract

Samples: Agreement (Sulzer Medica LTD)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has the all requisite corporate power and authority to own, lease or otherwise hold its properties and assets carry on the businesses in which it is engaged and to carry on its business as presently conductedown and use the properties owned and used by it.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ss&c Technologies Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws law of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedDelaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Delicious Brands Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the all requisite corporate power and authority (corporate and other) to own, lease or otherwise hold own its properties and assets and to carry on conduct its business as presently now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Satcon Technology Corp)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware New Jersey and has the requisite corporate power and authority to own, lease or otherwise hold its properties and the assets owned, leased or held by it and to carry on its business as presently currently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alphanet Solutions Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. Purchaser is in good standing and duly qualified as a foreign limited partnership in the State of Texas.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cooperative Computing Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has the all requisite corporate power and authority (corporate and other) to own, lease or otherwise hold and operate its properties and assets and to carry on conduct its business as presently now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brunos Inc)

Corporate Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware Nevada and has the all requisite corporate power and authority to own, lease or otherwise hold own its properties and assets and to carry on conduct its business as presently now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (On THE MOVE Corp)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Nevada and is subject to the reporting requirements imposed pursuant to Section 12(g,) of the Securities Exchange Act of 1934, as amended, and has the requisite corporate full power and authority to own, lease or otherwise hold its properties and assets and to carry on its current business as presently conductedand to purchase, own, use and sell its assets and properties.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Replacement Financial Inc)

Corporate Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.requisite

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (STC Broadcasting Inc)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite Delaware, with full corporate power and authority to own, operate and lease or otherwise hold its properties and assets and to carry on conduct its business as presently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (HLM Design Inc)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority and possesses all material permits necessary to own, lease or otherwise hold its properties and assets and to carry on its business as presently being conducted.. The Purchaser is duly qualified or licensed and in good standing to do business in each jurisdiction in which the property or assets owned, leased or operated by the Purchaser or the nature of the business conducted by the Purchaser makes such qualification necessary, except

Appears in 1 contract

Samples: Stock Purchase Agreement (America Service Group Inc /De)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Basin Water, Inc.)

Corporate Organization. Purchaser is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power and authority to own, lease lease, or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (UpSnap, Inc.)

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Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease or otherwise hold lease, license and operate its properties and assets and to carry conduct the businesses now owned, leased, licensed and operated by it. Purchaser is duly qualified, licensed or domesticated and in good standing in each jurisdiction where the nature of its activities or the character of its properties require such qualification, licensing or domestication and where failure to so qualify, license or domesticate would have a material adverse effect on its the assets, financial condition, or business as presently conductedof Purchaser.

Appears in 1 contract

Samples: Agreement of Purchase And (American Buildings Co /De/)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite Delaware, with full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedconsummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Xoom Inc)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedDelaware.

Appears in 1 contract

Samples: Stock Purchase Agreement (American Restaurant Group Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted. Purchaser is in good standing and duly qualified to conduct business as a foreign corporation in every state of the United States in which its ownership or lease of property or conduct of the Business makes such qualification necessary, the absence of which would have a material adverse effect on the Business.

Appears in 1 contract

Samples: Acquisition Agreement (Viasystems Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite with corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Healthplan Services Corp)

Corporate Organization. The Purchaser is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware Delaware, organized for the purpose of investing in the Company, and has the requisite corporate power and authority and any necessary governmental authority to own, operate or lease the properties that it purports to own, operate or otherwise hold its properties and assets lease and to carry on its business as presently it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compost America Holding Co Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has the requisite all necessary corporate power to operate its businesses as the same is now being operated and authority to own, lease and operate its assets as the same are now owned, leased or otherwise hold its properties and assets and to carry on its business as presently conductedoperated.

Appears in 1 contract

Samples: Asset Purchase Agreement (Park Pharmacy Corp)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware and Delaware. The Purchaser has the requisite full corporate power and authority to own, own or lease or otherwise hold and operate and use its properties and assets and to carry on its business as presently now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrated Biopharma Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently it is now being conducted., except where the failure to be so organized, existing or in good standing or to

Appears in 1 contract

Samples: Share Purchase Agreement (Imo Industries Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly ---------------------- existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease or otherwise hold lease, license and operate its properties and assets and to carry on conduct the businesses now owned, leased, licensed and operated by it. Purchaser is duly qualified, licensed or domesticated and in good standing in each jurisdiction where the nature of its business as presently conductedactivities or the character of its properties require such qualification, licensing or domestication.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Measurement Specialties Inc)

Corporate Organization. Purchaser is a an corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedDelaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Berliner Communications Inc)

Corporate Organization. Purchaser is a corporation ---------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease or otherwise hold and operate its properties and assets and to carry on its business as presently it is now being conducted, except where the failure to be so organized, existing or in good standing or to have such power, authority and governmental approvals would not prevent or materially delay consummation of the Transactions, or otherwise prevent Purchaser from performing its material obligations under this Agreement.

Appears in 1 contract

Samples: Agreement (Sulzer Medica Usa Holding Co)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and New Hampshire. The Purchaser has the requisite corporate power and authority to own, own or lease or otherwise hold all of its properties and assets and to carry on its business as presently it is now being conducted, and is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary.

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Assets (Pennichuck Corp)

Corporate Organization. The Purchaser is a corporation ---------------------- duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Purchaser has the all requisite corporate power and authority to own, lease or otherwise hold its properties enter into this Agreement and assets and to carry on its business as presently conductedthe Other Transaction Documents.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Data Critical Corp)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and New Hampshire. Purchaser has the all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on conduct its business as presently conductedcurrently conducted and to own, operate and lease its Properties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Validus Holdings LTD)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Purchaser has the requisite full corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductedis now being conducted and to own, lease and operate its properties and assets as and in the places where such business is now conducted and where such properties and assets are now owned, leased or operated.

Appears in 1 contract

Samples: Investment Agreement (Globecomm Systems Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: 4 Asset Purchase Agreement (Ditech Communications Corp)

Corporate Organization. The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite Delaware, with full corporate power and authority to own, operate and lease or otherwise hold its properties and assets and to carry on conduct its business as presently conducted. The Purchaser is qualified to do business and is in good standing in every jurisdiction in which the conduct of its business, the ownership or lease of its properties, or the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby requires it to be so qualified.

Appears in 1 contract

Samples: Stock Purchase Agreement (HLM Design Inc)

Corporate Organization. Purchaser is a corporation duly organized, ---------------------- validly existing and in good standing under the laws law of the State of Delaware and Delaware, has the requisite corporate full power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conductednow conducted and to own, lease and operate its properties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Enodis PLC)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware Nevada and has the requisite corporate power and authority to own, lease or otherwise hold its properties and the assets owned, leased or held by it and to carry on its business as presently currently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Snap2 Corp)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has the requisite corporate power and authority to own, lease or otherwise hold its properties and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: Acquisition Agreement (4front Technologies Inc)

Corporate Organization. Purchaser is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware and Iowa. Purchaser has the all requisite corporate power and requisite authority to own, operate and lease or otherwise hold its respective properties and assets and to carry on its business respective businesses as presently now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Meta Financial Group Inc)

Corporate Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the all requisite corporate power and authority to own, lease or otherwise hold lease, license and operate its properties and assets and to carry on conduct the businesses now owned, leased, licensed and operated by it. Purchaser is duly qualified, licensed or domesticated and in good standing in each jurisdiction where the nature of its business as presently conductedactivities or the character of its properties require such qualification, licensing or domestication.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Holmes Group Inc)

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