Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware.
Appears in 4 contracts
Samples: Patent Assignment Agreement (Provention Bio, Inc.), Asset Purchase Agreement (Macrogenics Inc), Patent Assignment Agreement (Provention Bio, Inc.)
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Penn Traffic Co), Asset Purchase Agreement (Tops PT, LLC), Asset Purchase Agreement (Penn Traffic Co)
Corporate Organization. Seller is a corporation limited liability company duly organized, validly existing existing, and in good standing under the Applicable Laws laws of the State of Delaware.
Appears in 4 contracts
Samples: Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc), Asset Purchase Agreement (Tecogen Inc.)
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware, with all requisite corporate power and authority to own, operate and lease its properties and to carry on its business as it is now being conducted, and is qualified or licensed to do business in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where its failure so to qualify to be licensed would not have a material adverse effect on Seller.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Thermogenesis Corp), Unit Purchase Agreement (Thermogenesis Corp), Stock Purchase Agreement (Thermogenesis Corp)
Corporate Organization. Each Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware (other than with respect to the payment of prepetition franchise and similar Taxes). Each Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Weirton Steel Corp), Asset Purchase Agreement (International Steel Group Inc), Asset Purchase Agreement (Weirton Steel Corp)
Corporate Organization. Seller is a corporation limited liability company duly organized, validly existing existing, and in good standing under the Applicable Laws of the State laws of Delaware.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (El Paso Corp/De), Purchase and Sale Agreement (Tc Pipelines Lp)
Corporate Organization. Seller is a corporation limited liability company, duly organized, validly existing and in good standing under the Applicable Laws of its state of formation. Seller has all requisite power and authority to own, assign and convey the Purchased Assets. Seller is duly licensed or qualified and in good standing to do business in the State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Cadrenal Therapeutics, Inc.), Asset Purchase Agreement (Cadrenal Therapeutics, Inc.)
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware, is duly qualified to do business in the State of New Jersey, and has full power and authority to carry on its current business and to own, use, and sell its assets and properties.
Appears in 2 contracts
Samples: Agreement (Interferon Sciences Inc), Agreement (Hemispherx Biopharma Inc)
Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and has the corporate power and authority to own or lease its properties and to carry on its business as it is presently being conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Softkey International Inc), Agreement and Plan of Merger (Tribune Co)
Corporate Organization. Seller is a corporation duly organizedcorporation, validly existing existing, and in good standing under the Applicable Laws laws of the State of Delaware, is duly qualified to do business in the State of New Jersey, and has full power and authority to carry on its current business.
Appears in 2 contracts
Samples: Agreement (Hemispherx Biopharma Inc), Agreement (Interferon Sciences Inc)
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and has full corporate power and authority to carry on the business of Seller as it is now being conducted.
Appears in 2 contracts
Samples: Patent Purchase Agreement (Creative Medical Technology Holdings, Inc.), Asset Purchase Agreement (Supergen Inc)
Corporate Organization. (a) The Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Universal Compression Holdings Inc), Stock Purchase Agreement (Universal Compression Inc)
Corporate Organization. Seller is a corporation duly organizedcorporation, validly existing and in good corporate standing under the Applicable Laws laws of the State of Delaware. Seller is duly authorized to conduct the Business and is in good corporate standing under the laws of each jurisdiction where such qualification is required for the conduct of the Business. Seller has all requisite corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as it is now being conducted. The certificate of incorporation and bylaws of Seller, copies of which have previously been made available to Buyer, are true, correct, and complete copies of such documents as currently in effect.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organizedcorporation, validly existing and in good corporate standing under the Applicable Laws laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. The certificate of incorporation and bylaws of Seller, copies of which have previously been made available to Buyer, are true, correct, and complete copies of such documents as currently in effect.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware. Subject to Bankruptcy Court approval, the execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated by the Agreement do not require any approval or permit of, or filing or registration with, or other action by, any governmental body, department, bureau, agency, public board or authority.
Appears in 1 contract
Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware.Delaware and has the corporate power and authority necessary to enable it to own, lease or otherwise hold all of its properties and assets and to carry on its business as it is now being conducted 3
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws of the State of Delaware. Seller has all required corporate power and authority to carry on its business as presently conducted, to enter into and perform this Agreement and the agreements contemplated hereby to which it is a party and to carry out the transactions contemplated hereby and thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Apricus Biosciences, Inc.)
Corporate Organization. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware.Delaware and has all necessary power and authority to carry on its business as it is now being conducted and to own the properties and assets it now owns and is qualified or licensed to do business as a foreign limited partnership in every jurisdiction in which it is required to so qualify and in which the
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the Applicable Laws laws of the State of Delaware, and has all requisite power and authority (corporate and other) to own, lease and operate its properties and assets and to carry on the Machined Fluid Valve Business in the manner such business is conducted by it. Seller is duly qualified to do business and in good standing in the State of Michigan.
Appears in 1 contract
Corporate Organization. The Seller is a corporation duly organized, validly existing existing, and in good standing under the Applicable Laws laws of the State of Delaware. The Seller is also authorized to do business and is in good standing in the State of Ohio.
Appears in 1 contract
Corporate Organization. Seller is a business corporation duly organized, validly existing existing, and in good standing under the Applicable Laws laws of the State of Delaware, and has all requisite power and authority to enter into this Agreement, and to carry out the transactions anticipated by this Agreement.
Appears in 1 contract
Corporate Organization. Each Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware. Each Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware and has full corporate power and authority to carry on the business of Seller as it is now being conducted. Attached as Exhibit 4.1 is a certificate of good standing from the State of Delaware.
Appears in 1 contract
Samples: Patent Purchase Agreement (Biomimetic Therapeutics, Inc.)
Corporate Organization. Seller is a corporation duly organizedcorporation, validly existing and in good corporate standing under the Applicable Laws laws of the State of Delaware. Seller is duly authorized to conduct the Business and is in good corporate standing under the laws of each jurisdiction where such qualification is required for the conduct of the Business. Seller has all requisite corporate power and authority to own, lease or operate all of its properties and assets and to carry on its business as it is now being conducted. The certificate of incorporation and bylaws of Seller, copies of which have previously been made available to Buyer, are true, correct, and complete copies of such documents as currently in effect.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the Applicable Laws laws of the State of Delaware. Seller has all requisite corporate power and authority to own, lease and operate the Assets where such Assets are now owned, leased or operated.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and duly qualified to do business and in good standing under the laws of the State of each jurisdiction in which it engages in business. Seller has all necessary corporate power and authority sufficient to enable it to enter into, perform, and carry out the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action of Seller.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and is duly qualified to do business in the Commonwealth of Massachusetts and has full power and authority to carry on its current business and to own, use and sell its assets, including Seller's Assets, and properties.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware with full power and authority to own and operate its properties and assets and carry on its business as currently conducted.
Appears in 1 contract
Samples: Intellectual Property Purchase Agreement (Signal Genetics, Inc.)
Corporate Organization. Seller is a corporation duly organized, ---------------------- validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and has the corporate power to carry on all the business conducted by it, and is qualified to do business in all jurisdictions where the failure to so qualify would have a material adverse effect on its business.
Appears in 1 contract
Samples: Asset Purchase Agreement and Plan of Reorganization (Safe Alternatives Corp of America Inc)
Corporate Organization. The Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware with full corporate power and authority to (a) carry on and operate the Business as it is now being conducted and (b) own and lease the Assets. With respect to the operation of the Business, Seller is duly qualified or licensed to do business, in good standing, in the jurisdictions set forth on SCHEDULE 3.1 attached hereto.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and has all necessary corporate power and authority to carry on the business as it is now being conducted and to own the properties and assets it now owns, including the Purchased Assets.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware, and has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the Applicable 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 conducted.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (STC Broadcasting Inc)
Corporate Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the Applicable Laws laws of the State of Delaware.. Section 3.02
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organizedorganized and validly existing, validly existing and is in good standing under the Applicable Laws laws of the State of Delaware, and has the corporate power and authority to own its properties and carry on its business as now being conducted.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, incorporated and validly existing under the laws of the State of Delaware. Seller has filed all reports required to be filed with the Secretary of State of the State of Delaware. Seller has all requisite power and authority to own, operate and lease its properties and carry on the CapMed Business as it is now conducted. Seller is duly licensed and qualified to do business in and is in good standing under the Applicable Laws laws of each state or other jurisdiction where the State of Delawarefailure to do so would have a material adverse effect on the CapMed Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Bio Imaging Technologies Inc)
Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware. Seller has all requisite corporate power and authority to carry on the Business as the same is now being conducted and to own, lease and operate it's properties and assets 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: Asset and Business Purchase Agreement (Nytest Environmental Inc)
Corporate Organization. The Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of DelawareDelaware and has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Copies of the Certificate or Articles of Incorporation and By-laws (or equivalent documents) of the Seller, with all amendments thereto to the date hereof, have been furnished to the Buyer or its representatives, and such copies are accurate and complete as of the date hereof.
Appears in 1 contract
Corporate Organization. Seller is a corporation duly organized, organized and validly existing and corporation in good standing under the Applicable Laws of the State of Delaware, with all requisite corporate power and authority to own its properties and conduct its business as currently conducted, except where the failure to be so qualified and in good standing would not prevent or delay the Closing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Renewable Energy Group, Inc.)
Corporate Organization. Seller is a corporation duly organizedincorporated and validly existing under the laws of the State of Delaware and is in good standing under the laws of the States of Delaware and California. The Company and its Subsidiaries each is a corporation duly incorporated, validly existing and in good standing under the Applicable Laws laws of the State of Delaware.Florida. 3.2
Appears in 1 contract
Samples: Stock Purchase Agreement (Pacificare Halth Systems Inc)
Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware, and Seller has all necessary corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Cray Inc)
Corporate Organization. The Seller is a corporation duly organized, validly existing and in good standing under the Applicable Laws laws of the State of Delaware.
Appears in 1 contract
Samples: Purchase and Sale of Assets Agreement (Trega Biosciences Inc)