Common use of Organization and Good Standing Clause in Contracts

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Appears in 23 contracts

Samples: Receivables Purchase Agreement (Ashland Inc.), Receivables Purchase Agreement (Labcorp Holdings Inc.), Receivables Purchase Agreement (Fortrea Holdings Inc.)

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Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State state of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 19 contracts

Samples: Master Receivables Purchase Agreement (Household Automotive Trust 2004-1), Master Receivables Purchase Agreement (HSBC Automotive Trust 2005-2), Master Receivables Purchase Agreement (HSBC Auto Receivables Corp)

Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full the power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties assets and to conduct its transact the business as in which it is currently engaged. The Seller has obtained all necessary licenses and approvals, and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such properties are currently owned and such business is presently conductedauthorization.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Daimler Trucks Retail Trust 2024-1), Receivables Purchase Agreement (Daimler Trucks Retail Trust 2024-1), Receivables Purchase Agreement (Mercedes-Benz Auto Receivables Trust 2023-1)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Pledge Petroleum Corp), Asset Purchase and Sale Agreement (Solomon Alliance Group Inc /Az), Master Trust Agreement (Aegis Consumer Funding Group Inc)

Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full the power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties assets and to conduct its transact the business as in which it is currently engaged. The Seller is duly authorized to transact business and has obtained all necessary licenses and approvals, and is in good standing in each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such properties are currently owned and such business is presently conductedauthorization.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Mercedes-Benz Auto Receivables Trust 2016-1), Receivables Purchase Agreement (Mercedes-Benz Auto Receivables Trust 2016-1), Receivables Purchase Agreement (Daimler Retail Receivables LLC)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Signet Jewelers LTD), Master Receivables Purchase Agreement (Household Automotive Trust 2001-1), Master Receivables Purchase Agreement (Household Auto Receivables Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing compliance under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted., had at all relevant times, and now has, power, authority, and legal right to acquire and own the Transferred Assets and to perform its obligations hereunder and under any Transaction Document to which it is a party;

Appears in 6 contracts

Samples: Contribution and Sale Agreement (TAL International Group, Inc.), Contribution and Sale Agreement (TAL International Group, Inc.), Contribution and Sale Agreement (TAL International Group, Inc.)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Appears in 6 contracts

Samples: Stock Purchase Agreement, Securities Purchase Agreement (BATS Global Markets, Inc.), Securities Purchase Agreement (KCG Holdings, Inc.)

Organization and Good Standing. The Seller is duly formed and validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has and had at all relevant times, full power, authority and legal right to acquire and own the Contracts.

Appears in 6 contracts

Samples: Sale and Servicing Agreement (Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables LLC), Sale and Servicing Agreement (Santander Drive Auto Receivables Trust 2007-3)

Organization and Good Standing. The Such Seller is a limited liability company or a corporation, as applicable, duly organized and formed, validly existing and in good standing under the laws of the State of Delaware and has full all requisite power and authority under to own, lease and operate its constitutional documents business as currently conducted. Such Seller is duly qualified to do business and is in good standing under the laws of each jurisdiction that its jurisdiction business, as currently being conducted, shall require it to own its properties and be so qualified, except where the failure to conduct its business be so qualified would not reasonably be expected to adversely affect in a material manner all of the Projects taken as a whole or such properties are currently owned and such business is presently conductedSeller.

Appears in 6 contracts

Samples: Development, Epc and Purchase Agreement (Vivint Solar, Inc.), Development, Epc and Purchase Agreement (Vivint Solar, Inc.), Development, Epc and Purchase Agreement (Vivint Solar, Inc.)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 6 contracts

Samples: Master Receivables Purchase Agreement (HSBC Automotive Trust 2005-1), Master Receivables Purchase Agreement (Household Auto Receivables Corp), Master Receivables Purchase Agreement (Household Automotive Trust 2004-1)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has and had at all relevant times, full power, authority, and legal right to acquire and own the Dealer Loans and the related Contracts.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Credit Acceptance Corporation), Sale and Servicing Agreement (Credit Acceptance Corporation), Sale and Servicing Agreement (Credit Acceptance Corporation)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State Laws of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Appears in 5 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Stone Energy Corp), Purchase and Sale Agreement (Apache Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and lease the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Parallel Petroleum Corp), Purchase and Sale Agreement (Hs Resources Inc), Purchase and Sale Agreement (Evergreen Resources Inc)

Organization and Good Standing. The Seller is a Delaware limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedconducted and is proposed to be conducted pursuant to this Agreement and the other Transaction Documents.

Appears in 5 contracts

Samples: Trust Agreement (Santander Drive Auto Receivables LLC), Trust Agreement (Santander Drive Auto Receivables Trust 2007-3), Trust Agreement (Santander Drive Auto Receivables Trust 2007-1)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware Delaware. Each of the LLCs is a limited liability company duly organized, validly existing, and has full power and authority under its constitutional documents and in good standing under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedthe State of Delaware.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Allegheny Energy Inc), Purchase and Sale Agreement (Allegheny Energy Inc), Purchase and Sale Agreement (Allegheny Energy Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Assignment.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Ford Credit Floorplan LLC), Receivables Purchase Agreement (Ford Credit Floorplan LLC), Receivables Purchase Agreement (Ford Credit Auto Receivables LLC)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with full corporate power and authority under its constitutional documents to execute and under deliver this Agreement and perform and consummate the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedtransactions contemplated hereby.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Hampshire Group LTD), 4 Asset Purchase Agreement (Hampshire Group LTD), Asset Purchase Agreement (Hampshire Group LTD)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted., and to execute, deliver and perform its obligations under this Assignment;

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Green Tree Financial Corp), Receivables Purchase Agreement (Green Tree Financial Corp), Pooling and Servicing Agreement (Green Tree Financial Corp)

Organization and Good Standing. The Seller is a limited liability company Delaware corporation, duly organized organized, validly existing, and validly existing in good standing under the laws of the State state of Delaware and has every state in which it is qualified to do business, and in each jurisdiction in which the Assets are located, with full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such it is now being conducted, and to own or use the properties are currently owned and such business assets that it purports to own or use. Seller is presently conductednot a “foreign person” for purposes of Section 1445 or Section 7701 of the IRC.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Pogo Producing Co), Purchase and Sale Agreement (Energy XXI Texas, LP), Purchase and Sale Agreement (Energy Xxi (Bermuda) LTD)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Ford Credit Floorplan LLC), Receivables Purchase Agreement (Ford Credit Floorplan LLC), Receivables Purchase Agreement (Ford Credit Floorplan LLC)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Carco Auto Loan Master Trust), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Carco Auto Loan Master Trust)

Organization and Good Standing. The Seller is a limited liability company Delaware business trust duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware and has full Delaware, with power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and sell the Receivables and the Other Conveyed Property transferred to the Trust.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (National Financial Auto Funding Trust), Sale and Servicing (National Auto Finance Co Inc), Sale and Servicing Agreement (National Auto Finance Co Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 4 contracts

Samples: Sale and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust), Sale and Servicing Agreement (Daimlerchrysler Master Owner Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 4 contracts

Samples: Sale and Assignment Agreement (Ford Credit Floorplan LLC), Sale and Assignment Agreement (Ford Credit Floorplan LLC), Sale and Assignment Agreement (Ford Credit Floorplan LLC)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)

Organization and Good Standing. The Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and Delaware, has full legal power to carry on its business as now conducted, is authorized to hold title to the Properties and authority under its constitutional documents is in good standing and under the laws of its jurisdiction to own its properties and duly qualified to conduct its business as such properties are currently owned and such business is presently conductedin the State of North Dakota except where the failure to be so qualified or in good standing would not result in a material adverse effect on Seller, the Properties or the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Kodiak Oil & Gas Corp), Purchase and Sale Agreement (Kodiak Oil & Gas Corp)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently at present owned and such business is presently at present conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 3 contracts

Samples: Sale and Servicing (Bank One Auto Securitization Trust 2003-1), Pooling and Servicing Agreement (Bank One Auto Securitization LLC), Sale and Servicing (Bank One Auto Securitization LLC)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to execute and deliver to the Trustee the Certificates pursuant hereto.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Alliance Data Systems Corp), Pooling and Servicing Agreement (Charming Shoppes Receivables Corp), Pooling and Servicing Agreement (Charming Shoppes Master Trust)

Organization and Good Standing. The Seller is a limited liability company partnership duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CDF Funding, Inc.), Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P), Pooling and Servicing Agreement (Distribution Financial Services Floorplan Master Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties property and to conduct its business as such properties are currently presently owned and as such business is presently conductedconducted and to execute, deliver, and perform its obligations under this Agreement and each other document or instrument to be delivered by the Seller hereunder.

Appears in 3 contracts

Samples: Account Purchase Agreement (Credit Store Inc), Receivables Purchase Agreement (Credit Store Inc), Receivables Purchase Agreement (Credit Store Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and incorporated, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, has all requisite corporate power to own, lease and has full power operate the Purchased Assets and authority under its constitutional documents is duly qualified to do business and under is in good standing in the laws State of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedOregon.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full the power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties assets and to conduct its transact the business as in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such properties are currently owned qualification and such business is presently conductedin which the failure so to qualify would reasonably be expected to have a material adverse effect on the business, properties, assets, or condition (financial or otherwise) of the Seller.

Appears in 3 contracts

Samples: Sale and Contribution Agreement (Horizon Technology Finance Corp), Sale and Contribution Agreement (Horizon Technology Finance Corp), Sale and Contribution Agreement (Hercules Technology Growth Capital Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with limited liability company power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedbusiness.

Appears in 3 contracts

Samples: Sale Agreement (MP Environmental Funding LLC), Transferred Environmental Control (PE Environmental Funding LLC), Sale Agreement (MP Environmental Funding LLC)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State state of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Appears in 3 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC), Purchase and Sale Agreement (Linn Energy, LLC)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.. (b)

Appears in 3 contracts

Samples: Receivables Purchase Agreement (Warner Bros. Discovery, Inc.), 756399172 Receivables Purchase Agreement (Rackspace Technology, Inc.), Receivables Purchase Agreement (Warner Bros. Discovery, Inc.)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is a party.

Appears in 3 contracts

Samples: Certificate Purchase Agreement (Charming Shoppes Inc), Certificate Purchase Agreement (Charming Shoppes Inc), Certificate Purchase Agreement (Charming Shoppes Inc)

Organization and Good Standing. The Seller is a limited liability company an entity duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the State state of Delaware and has full power and authority under its constitutional documents and Delaware. The Seller is in good standing under the laws Laws of its the state of Texas and each other jurisdiction to own its properties and to conduct its business as which requires such properties are currently owned and qualification, except where the lack of such business is presently conductedqualification would not have a Material Adverse Effect.

Appears in 3 contracts

Samples: General and Administrative Services Agreement, Purchase and Sale Agreement (El Paso Energy Partners Lp), Purchase, Sale and Merger Agreement (El Paso Energy Partners Lp)

Organization and Good Standing. The Seller is a limited liability company partnership duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Assignment.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CDF Funding, Inc.), Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P), Pooling and Servicing Agreement (Distribution Financial Services Floorplan Master Trust)

Organization and Good Standing. The Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has full legal power to carry on its business as now conducted, is authorized to hold title to the Properties and authority under its constitutional documents is in good standing and under the laws of its jurisdiction to own its properties and duly qualified to conduct its business as such properties are currently owned in Texas and such business is presently conductedNew Mexico.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Sandridge Energy Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and corporation validly existing and in good standing under the laws of the State of Delaware Delaware. The Company has all requisite power to own, operate and has full power and authority under lease its constitutional documents and properties, to perform all of its obligations under the laws of its jurisdiction agreements and instruments to own its properties which it is a party or by which it is bound, and to conduct carry on its business as such properties are currently owned and such business it is presently now being conducted.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Ocz Technology Group Inc), Asset Purchase and Sale Agreement (Ocz Technology Group Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with all the requisite power and authority under its constitutional documents and under to carry on the laws of its jurisdiction business in which it is engaged, to own its the properties it owns and to conduct its business as such properties are currently owned execute and such business is presently conducteddeliver this Agreement and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Exchange Agreement (Monster Offers), Asset Exchange Agreement (Monster Offers)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full power and authority under its constitutional documents and under is in good standing as a foreign corporation in each other jurisdiction where the laws of its jurisdiction to own its properties and to conduct its owned, leased or operated or the business as conducted by it requires such properties are currently owned and such business is presently conductedqualification.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Dawcin International Corp), Stock Purchase Agreement (Dawcin International Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and ------------------------------ organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and lease the Properties. Seller is duly licensed or qualified to conduct its do business as such properties a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Cross Timbers Oil Co), Purchase and Sale Agreement (Gothic Energy Corp)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware and has full Delaware, with the requisite limited liability company power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties as such properties are currently owned and to conduct its business as such properties are currently owned and such business is presently conductednow conducted by it, and has the requisite limited liability company power and authority to own the Membership Interests. Schedule 3.01 lists the Seller’s current directors and senior officers as of the date hereof.

Appears in 2 contracts

Samples: Contribution and Sale Agreement, Contribution and Sale Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller is the sole beneficiary of the Subscriber Contracts. Seller has full the power and authority under its constitutional documents and under the laws to own all of its jurisdiction property and assets and is qualified to own its properties and to conduct carry on its business as such properties are currently owned and such business it is presently now being conducted. PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Appears in 2 contracts

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

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has Delaware, with full limited liability company power and authority under to carry on its constitutional documents business and under the laws of its jurisdiction to own or lease and to operate its properties as and to conduct its in the places where such business as is conducted and such properties are currently owned and such business is presently conductedowned, leased or operated.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Tesoro Corp /New/), Asset Purchase Agreement (Tesoro Corp /New/)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties enter into this Agreement and to conduct its business as such properties are currently owned and such business is presently conductedcarry out the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Magnetek Inc), Stock Purchase Agreement (Corrections Corporation of America)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted., and had at all relevant times, and has, corporate power, authority and legal right to acquire and own the Receivables. 41 (Nissan 2016-A Sale and Servicing Agreement)

Appears in 2 contracts

Samples: Sale and Servicing Agreement (Nissan Auto Receivables 2016-a Owner Trust), Sale and Servicing Agreement (Nissan Auto Receivables 2016-a Owner Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each other Series Document to which it is a party.

Appears in 2 contracts

Samples: Certificate Purchase Agreement (Charming Shoppes Inc), Certificate Purchase Agreement (Charming Shoppes Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and formed, validly existing and in good standing under the laws Laws of the State of Delaware and has full Delaware, having all requisite company power and authority under its constitutional documents to execute, deliver, and under perform the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedtransactions contemplated hereby.

Appears in 2 contracts

Samples: Foreclosure Sale Agreement, Foreclosure Sale Agreement (Isc8 Inc. /De)

Organization and Good Standing. The Seller is a Delaware limited liability company company, duly organized and organized, validly existing and in good standing under the laws of Delaware. There are no pending, or to the State knowledge of Delaware and has full power and authority under its constitutional documents and under the laws Seller, threatened, actions for dissolution, liquidation or insolvency of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedSeller.

Appears in 2 contracts

Samples: Unit Purchase Agreement, Unit Purchase Agreement (Choice Hotels International Inc /De)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Seller has full the requisite power and authority under its constitutional documents to own, lease and under the laws of its jurisdiction to own operate its properties and to conduct carry on its business as such properties are currently owned and such business is presently now conducted.

Appears in 2 contracts

Samples: Purchase Agreement (Oneok Inc /New/), Purchase Agreement (Southern Union Co)

Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full (subject to Section 5.1(f)), with all requisite limited liability company power and authority under its constitutional documents and under the laws of its jurisdiction to own or lease its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has all necessary power, authority and legal right to acquire and own the Sale Portfolio and to Sell such Sale Portfolio to the Purchaser hereunder.

Appears in 2 contracts

Samples: Second Tier Purchase and Sale Agreement (Ares Capital Corp), Second Tier Purchase and Sale Agreement (Ares Capital Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp), Assets Purchase Agreement (Medscape Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Green Tree Financial Corp), Receivables Purchase Agreement (Green Tree Financial Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized organized, validly existing, and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Megawest Energy Corp.), Purchase and Sale Agreement (Anr Pipeline Co)

Organization and Good Standing. The Seller is a limited liability company partnership, duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned or conducted, and such business to execute, deliver and perform its obligations under this Agreement, the Settlement Purchase Agreements, and each of the other Operative Documents to which it is presently conducteda party.

Appears in 2 contracts

Samples: Purchase Agreement (Wentworth J G & Co Inc), Purchase and Contribution Agreement (Wentworth J G & Co Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, with full power and authority to enter into this Agreement. Seller has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such and to own or use the properties are currently owned and such business is presently conductedassets that Seller purports to own or use in conducting its business.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (NGL Energy Partners LP)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted. The Seller had at all relevant times, and now has, all necessary power, authority and legal right to own and sell the KF Purchased Assets.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Realogy Corp), Receivables Purchase Agreement (NRT Settlement Services of Missouri LLC)

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Organization and Good Standing. The Seller is a limited liability company corporation that has been duly organized incorporated and is validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Appears in 2 contracts

Samples: Split Off Agreement (CCP Worldwide Inc), Split Off Agreement (Mac Worldwide Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents Organizational Documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Audacy, Inc.), Receivables Purchase Agreement (Audacy, Inc.)

Organization and Good Standing. The Seller is a limited liability company company, duly organized and validly existing in good standing under the laws Laws of the State of Delaware and has full all requisite limited liability company power and authority under to own, lease and operate its constitutional documents and under properties, including the laws of its jurisdiction to own its properties Assets, and to conduct carry on its business as currently conducted. Seller is duly licensed or qualified to do business as a foreign limited liability company in the jurisdictions listed in Schedule 3.1 and is in good standing in all such properties are currently owned and jurisdictions in which such business qualification is presently conductedrequired by Law, except where the failure to be so qualified would not have a Seller Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Midstates Petroleum Company, Inc.)

Organization and Good Standing. The Seller is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedDelaware.

Appears in 2 contracts

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

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority under to own, lease and operate its constitutional documents properties and to carry on its business. The Seller is duly qualified or authorized to do business as a foreign corporation and is in good standing under the laws of its each jurisdiction where such qualification or authorization is required, except where the failure to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedbe so qualified or authorized would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Nexxus Lighting, Inc.), Asset Purchase Agreement (Nexxus Lighting, Inc.)

Organization and Good Standing. The Seller is a limited liability company duly Delaware statutory trust organized and validly existing in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction of organization and has all powers, and has been duly qualified and is in good standing (as applicable) in every jurisdiction in which the failure to own its properties and be so qualified and/or in good standing is likely to conduct its business as such properties are currently owned and such business is presently conductedhave a material adverse effect on the Debtholders.

Appears in 2 contracts

Samples: Sale and Contribution Agreement (HPS Corporate Lending Fund), Sale and Contribution Agreement (HPS Corporate Lending Fund)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction Delaware. The Seller is duly qualified to own its properties and to conduct its do business as a foreign limited liability company in good standing in all other jurisdictions which require such properties are currently owned and such business is presently conductedqualification, except to the extent that failure to so qualify would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (DXC Technology Co), Receivables Purchase Agreement (Computer Sciences Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents to own, operate and under the laws of its jurisdiction to own lease its properties and to conduct carry on its business as such properties are currently owned now conducted and such business is as presently proposed to be conducted.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Lions Gate Entertainment Corp /Cn/), Equity Purchase Agreement (Macrovision Solutions CORP)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing and in good standing under the laws law of the State of Delaware and has has, in all material respects, full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and to execute and deliver to the Trustee pursuant hereto the Certificates.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Carco Auto Loan Master Trust), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC)

Organization and Good Standing. The Seller is a limited liability company duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned or conducted as contemplated by the Transaction Documents, and such business is presently conducted.to execute, deliver and perform its obligations under this Agreement. (b)

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Partners First Receivables Funding Corp), Receivables Purchase Agreement (Partners First Credit Card Master Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full all necessary power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct carry on its business as such properties are currently owned now being conducted and such business is presently proposed to be conducted.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Screaming Media Com Inc), Preferred Stock Purchase Agreement (Screaming Media Com Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is a party.

Appears in 2 contracts

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

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has has, in all material respects, full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted., and to execute, deliver and perform its obligations under this Agreement. (c)

Appears in 2 contracts

Samples: Master Receivables Purchase Agreement (Household Automotive Trust v Series 2000 2), Master Receivables Purchase Agreement (Household Automotive Trust Vi Series 2000 3)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full all limited liability company power and authority under its constitutional documents to own, occupy and under operate the laws Purchased Assets. Seller is duly qualified to do business and is in good standing in all other jurisdictions in which the ownership of its jurisdiction the Purchased Assets make such qualification necessary, except where the failure to own its properties and to conduct its business be so qualified would not have a material adverse effect on the consummation of the transactions contemplated by this Agreement, taken as such properties are currently owned and such business is presently conducteda whole.

Appears in 2 contracts

Samples: Equipment Purchase and Sale Agreement (Cleanspark, Inc.), Equipment Purchase and Sale Agreement (Mawson Infrastructure Group Inc.)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and validly existing in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties property and to conduct its business as such properties are currently presently owned and as such business is presently conductedconducted and to execute, deliver and perform its obligations under this Agreement and each other document or instrument to be delivered by the Seller hereunder (collectively, the "Sale Papers").

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Metris Companies Inc), Purchase Agreement (Metris Receivables Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedthe Acquired Assets.

Appears in 2 contracts

Samples: Purchase Agreement (Adma Biologics, Inc.), Stockholders Agreement (Adma Biologics, Inc.)

Organization and Good Standing. The Seller is a limited liability company partnership duly organized and validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under is qualified to transact business in the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business state where the Property is presently conductedlocated.

Appears in 2 contracts

Samples: Hotel Purchase and Sale Agreement, Hotel Purchase and Sale Agreement (Sotherly Hotels Lp)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently presently owned or conducted, and such business is presently conductedto execute, deliver and perform its obligations under the Operative Documents.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wentworth J G & Co Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full power is duly authorized and authority qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its constitutional documents business in the places and in the manner as now conducted, to own or hold under lease the laws properties and assets it now owns or holds under lease, including the Purchased Assets, and to perform all of its jurisdiction obligations under this Agreement, except where the failure to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedbe so qualified would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Human Genome Sciences Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. Seller has full corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedthe Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Vasco Data Security International Inc)

Organization and Good Standing. The Seller is a limited liability company duly corporation organized and validly existing in good standing under the laws of the State of Delaware and has full the corporate power and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and as such business is presently conductedconducted and to execute, deliver and perform its obligations under this Agreement and each other document or instrument to be delivered by the Seller hereunder (collectively, the "Sale Papers").

Appears in 1 contract

Samples: Purchase Agreement (Metris Receivables Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and corporation validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted., to execute, deliver and perform its obligations under this Agreement and each Supplement and to execute and deliver to the Trustee the Certificates pursuant hereto. (b)

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Neiman Marcus Group Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware. Seller has all requisite power to own, operate and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own sell its properties and to conduct carry on its business as such properties are currently owned it is now being conducted and such business is presently conductedas the same will be conducted following the Closing.

Appears in 1 contract

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

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own own, lease or otherwise hold its properties and assets (including the Transferred Assets) and to conduct carry on its business (including the Software Business) as such properties are currently owned and such business is presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Zix Corp)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and Delaware. The Seller has full the requisite company power and authority under to execute and deliver this Agreement to be executed by it, to perform its constitutional documents and under the laws of its jurisdiction to own its properties obligations hereunder and to conduct its business as such properties are currently owned and such business is presently conductedconsummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dolan Media CO)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware Delaware, and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and lease the Properties and to conduct carry on its business as such properties it is now being conducted. Seller is duly licensed or qualified to do business as a foreign corporation and is in good standing in all jurisdictions in which the Properties are currently owned and such business is presently conductedlocated.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Coho Energy Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized formed and validly existing and in good standing under the laws of the State of Delaware and has has, in all material respects, full power power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently owned and such business is presently currently conducted, and to execute, deliver and perform its obligations under this Agreement.

Appears in 1 contract

Samples: Receivables Purchase Agreement (GMF Floorplan Owner Revolving Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own own, lease or otherwise hold its properties and assets (including the Transferred Assets) and to conduct carry on its business (including the Software Business) as such properties are currently owned and such business is presently conducted.

Appears in 1 contract

Samples: 4 Asset Purchase Agreement (Ditech Communications Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized organized, validly existing, and validly existing in good standing under the laws of Delaware; and the State Business is an operating unit of Delaware the Seller which comprises a portion of Seller. Seller is authorized to conduct its business and has full power and authority under its constitutional documents and is in good standing under the laws of its each jurisdiction where such qualification is required, except where the failure to own its properties be so qualified would not have a Material Adverse Effect. Seller has the corporate power and authority necessary to conduct its business as such properties are currently owned own, lease and such business is presently conductedoperate the Assets and carry on the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Probex Corp)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of Delaware, with all the State of Delaware and has full requisite power and authority under its constitutional documents and under to carry on the laws of its jurisdiction business in which it is engaged, to own its the properties it owns and to conduct its business as such properties are currently owned execute and such business is presently conducteddeliver this Agreement and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Augrid of Nevada Inc)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized ------------------------------ and validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties property and to conduct its business as such properties are currently property is presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the Receivables Purchase Agreement and to execute and deliver to the Trustee each Series of Certificates issued hereunder.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Consumers Master Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of Delaware. The Seller has all requisite corporate or other power to own, operate and lease the State of Delaware Assets and has full power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct carry on its business as such properties are currently owned and such business the same is presently now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Diversified Marketing Group Inc.)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full all requisite corporate power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties the Acquired Assets and operate the Facility and to conduct carry on its business with respect thereto as such properties are currently owned now being conducted and such is duly qualified to do business as a foreign corporation and is presently conductedin good standing in the State of Utah.

Appears in 1 contract

Samples: Asset Purchase Agreement (Icu Medical Inc/De)

Organization and Good Standing. The Seller is a limited liability company duly organized and formed, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under its constitutional documents and under the laws of its jurisdiction Delaware. Seller is qualified to own its properties and to conduct its do business as such properties are currently owned and such business is presently conducteda foreign corporation in all other jurisdictions where failure to be so qualified would have an adverse effect on the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (El Paso Energy Partners Lp)

Organization and Good Standing. The Seller is a limited liability company corporation duly ------------------------------ organized and validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the Receivables Purchase Agreement.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Spiegel Master Trust)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized ------------------------------ and validly existing in good standing under the laws of the State of Delaware Delaware, and has full power corporate power, authority and authority under its constitutional documents and under the laws of its jurisdiction legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and the Receivables Purchase Agreement and to execute and deliver to the Owner Trustee pursuant hereto the Notes.

Appears in 1 contract

Samples: Transfer and Servicing Agreement (Spiegel Master Trust)

Organization and Good Standing. The Seller is a limited liability company company, as applicable, duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full Delaware, with all requisite power and authority under its constitutional documents and under to sell the laws of its jurisdiction Purchased Assets, subject to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedthe Buyer assuming the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (On4 Communications Inc.)

Organization and Good Standing. The Seller is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority under its constitutional documents to enter into this Agreement and under consummate the laws of its jurisdiction to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedtransactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Robotic Vision Systems Inc)

Organization and Good Standing. The Seller is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the State of Delaware Delaware, and has full the requisite power and authority under its constitutional documents and under the laws of its jurisdiction to own its properties and to conduct carry on its business as such properties are currently owned and such business it is presently now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Core Mark International Inc)

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