Common use of Organization and Good Standing Clause in Contracts

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

Appears in 92 contracts

Samples: Stock Purchase Agreement (API Nanotronics Corp.), Securities Exchange Agreement (Gabriel Technologies Corp), Stock Purchase Agreement (Chanticleer Holdings, Inc.)

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

Appears in 42 contracts

Samples: Asset Purchase Agreement (Roxio Inc), Asset Purchase Agreement (Powell Industries Inc), Purchase Agreement (Athenex, Inc.)

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

Appears in 31 contracts

Samples: Securities Purchase Agreement (Tuatara Capital Acquisition Corp), Securities Purchase Agreement (Boulevard Acquisition Corp.), Securities Purchase Agreement (Sentinel Energy Services Inc.)

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

Appears in 22 contracts

Samples: Asset Sale and Purchase Agreement (Clearpoint Business Resources, Inc), Asset Purchase Agreement (Insight Health Services Holdings Corp), Share Purchase Agreement (Aerosonic Corp /De/)

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

Appears in 15 contracts

Samples: Equity Purchase Agreement (CPM Holdings, Inc.), Asset Purchase Agreement (Ambient Corp /Ny), Asset Purchase Agreement (Sonic Automotive Inc)

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

Appears in 12 contracts

Samples: Securities Subscription Agreement (Activate Permanent Capital Corp.), Securities Subscription Agreement (Spartan Acquisition Corp. III), Securities Subscription Agreement (Black Mountain Acquisition Corp.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, has full requisite corporate power and authority to carry on its business as it is currently conducted, and to own and operate the properties currently owned and operated by it, and is duly qualified or licensed to do business and is in good standing as a foreign corporation authorized to do business in all jurisdictions in which the character of the properties owned or the nature of the business conducted by it would make such qualification or licensing necessary.

Appears in 12 contracts

Samples: Asset Purchase Agreement (Key Energy Group Inc), Stock Purchase Agreement (Key Energy Group Inc), Asset Purchase Agreement (Key Energy Group Inc)

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

Appears in 10 contracts

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

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

Appears in 9 contracts

Samples: Equity Purchase Agreement (Rentech Inc /Co/), Stock Purchase Agreement (CPM Holdings, Inc.), Asset Purchase and Sale Agreement (Penn Virginia Resource Partners L P)

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

Appears in 9 contracts

Samples: Employment Agreement (Sona Development Corp), Securities Purchase Agreement (Fpic Insurance Group Inc), Stock Purchase Agreement (Kupper Parker Communications Inc)

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

Appears in 8 contracts

Samples: Asset Purchase Agreement (Ballard Power Systems Inc.), Asset Purchase Agreement, Asset Purchase Agreement

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

Appears in 7 contracts

Samples: Asset Purchase Agreement (Dataram Corp), Stock Purchase Agreement (Emrise CORP), Agreement of Purchase and Sale (Measurement Specialties Inc)

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

Appears in 7 contracts

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

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

Appears in 6 contracts

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

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

Appears in 5 contracts

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

Organization and Good Standing. The Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the State of DelawareDelaware and has the corporate power and authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver, and perform its obligations under the Sale Papers.

Appears in 5 contracts

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

Organization and Good Standing. Buyer is a corporation duly organized, organized ------------------------------ and validly existing, and existing in good standing under the laws of the State of DelawareDelaware and has full corporate power, authority, and right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver, and perform its obligations under the Conveyance Papers.

Appears in 5 contracts

Samples: Receivables Purchase Agreement (Spiegel Master Trust), Receivables Purchase Agreement (Spiegel Master Trust), Receivables Purchase Agreement (Spiegel Master Trust)

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

Appears in 5 contracts

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

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

Appears in 5 contracts

Samples: Securities Purchase Agreement (HBC Acquisition Corp), Securities Purchase Agreement (L&L Acquisition Corp.), Securities Purchase Agreement (Hicks Acquisition CO I Inc.)

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

Appears in 5 contracts

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

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

Appears in 4 contracts

Samples: Securities Purchase Agreement (ROI Acquisition Corp. II), Securities Purchase Agreement (Levy Acquisition Corp), Securities Purchase Agreement (Levy Acquisition Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the State of DelawareDelaware and has, in all material respects, the corporate power and authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under the Sale Papers to which it is a party.

Appears in 4 contracts

Samples: Receivables Purchase Agreement (Metris Master Trust), Affinity Receivables Purchase Agreement (HSBC Credit Card Master Note Trust (Usa) I), Receivables Purchase Agreement (HSBC Credit Card Master Note Trust (Usa) I)

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Hathaway Corp), Stock Purchase Agreement (VCG Holding Corp), Stock Purchase Agreement (VCG Holding Corp)

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

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Equitable Resources Inc /Pa/), Asset Purchase Agreement (Berger Holdings LTD), Stock Purchase Agreement (Front Royal Inc)

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

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Asset Purchase Agreement (Icad Inc), Asset Purchase Agreement (Digirad Corp), Asset Purchase Agreement (Cardium Therapeutics, Inc.)

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

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Commercial National Financial Corp /Pa), Stock Purchase Agreement (Foster L B Co), Asset Purchase Agreement (West Pharmaceutical Services Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and in every state in which it is qualified to do business, and in each jurisdiction in which the State of DelawareAssets are located.

Appears in 4 contracts

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

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, and has all necessary corporate power and authority to carry on its business as presently conducted, to own and lease the assets which it owns and leases and to perform all its obligations under each agreement and instrument by which it is bound.

Appears in 3 contracts

Samples: Stock Exchange Agreement (Fortune Diversified Industries Inc), Stock Purchase Agreement (Fortune Diversified Industries Inc), Stock Purchase Agreement (Fortune Diversified Industries Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, has full requisite corporate power and authority to carry on its businesses as it is currently conducted, and to own and operate the properties currently owned and operated by it, and is duly qualified or licensed to do businesses and is in good standing as a foreign corporation authorized to do business in the State of Texas.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Key Energy Group Inc), Asset Purchase Agreement (Key Energy Group Inc), Asset Purchase Agreement (Key Energy Group Inc)

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Share Purchase Agreement (Sandisk Corp), Share Purchase Agreement (Alliance Semiconductor Corp /De/), Share Purchase Agreement (Quicklogic Corporation)

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

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Hs Resources Inc), Purchase and Sale Agreement (Bellwether Exploration Co), Purchase and Sale Agreement (Amoco Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the State of Delaware, and has full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement and each of the Sale Papers.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Fidelity Leasing Inc), Purchase and Sale Agreement (Resource America Inc), Purchase and Sale Agreement (Fidelity Leasing Inc)

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has all necessary corporate power and authority to carry on its business as presently conducted, to own and lease the assets which it owns and leases and to perform all of its obligations under each agreement and instrument by which it is bound.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Orleans Homebuilders Inc), Stock Purchase Agreement (Orleans Homebuilders Inc), Purchase Agreement (Orleans Homebuilders Inc)

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Organization and Good Standing. Buyer is a corporation [corporation]limited liability company duly organized, validly existing, existing and in good standing under the laws Laws of the State itsthe sState of Delaware.

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of Delaware and has all the State of Delawarerequisite corporate power and authority to own the Acquired Assets and to assume the Assumed Liabilities.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Asset Sale and Purchase Agreement (Centene Corp), Stock Purchase Agreement (Centene Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and has the full power and authority under its Organizational Documents, and applicable Legal Requirements to execute and deliver this Agreement, and other agreements contemplated hereby or which are ancillary hereto.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Rafael Holdings, Inc.), Form of Acquisition Agreement (Rafael Holdings, Inc.)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and in each jurisdiction in which it conducts business, and, prior to the State of DelawareClosing, in each jurisdiction in which the Assets are located.

Appears in 2 contracts

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

Organization and Good Standing. Buyer is a corporation duly organized, ------------------------------ organized and validly existing, and existing in good standing under the laws of the State of DelawareDelaware and has full corporate power, authority, and right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver, and perform its obligations under the Conveyance Papers.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Spiegel Master Trust), Receivables Purchase Agreement (Spiegel Inc)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Neuro-Hitech Pharmaceuticals Inc), Agreement and Plan of Merger (Neuro-Hitech, Inc.)

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Organization and Good Standing. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware, duly qualified as a foreign corporation and in good standing under the laws of all states and other jurisdictions in which the transaction of its business requires such qualification.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dailey Petroleum Services Corp), Stock Purchase and Sale Agreement (Dailey Petroleum Services Corp)

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

Appears in 2 contracts

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

Organization and Good Standing. Buyer is a duly organized and validly existing corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer is duly qualified and in good standing to do business as a foreign corporation in each jurisdiction in which the ownership and leasing of its properties or assets or the conduct of its business requires such qualification, except where the failure to be so qualified or in good standing will not materially and adversely affect Buyer’s ability to consummate the transactions contemplated herein. Buyer has full corporate power and authority to own and lease its properties and assets and conduct its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (G Iii Apparel Group LTD /De/), Asset Purchase Agreement (PreVu, INC)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ply Gem Holdings Inc), Stock Purchase Agreement (Fortune Brands Home & Security, Inc.)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Satcon Technology Corp), Asset Purchase Agreement (Spectrum Control Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of Delaware, the state of its incorporation, and has all corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Solta Medical Inc), Stock Purchase Agreement (Medicis Pharmaceutical Corp)

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

Appears in 2 contracts

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

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

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. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareNorth Carolina.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pluma Inc), Asset Purchase Agreement (Insteel Industries Inc)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Business Combination Agreement (It Partners Inc), Business Combination Agreement (It Partners Inc)

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Stock Purchase Agreement (Quixote Corp), Stock Purchase Agreement (Quixote Corp)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware with full corporate power, right and authority to own and lease the properties and assets it currently owns and leases and to carry on its business as such business is currently being conducted.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Kinder Morgan Inc), Purchase and Sale Agreement (Kc Liquids Holding Corp)

Organization and Good Standing. The Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the State of Delaware.Delaware and has the corporate power and authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver, and perform its obligations under the Sale Papers. (b)

Appears in 2 contracts

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

Organization and Good Standing. The Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the State of DelawareDelaware and has the corporate power and authority and legal right to own its property and conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver and perform its obligations under the Sale Papers to which it is a party.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Landstar System Inc)

Organization and Good Standing. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to own, lease and operate properties and carry on its business.

Appears in 1 contract

Samples: Securities Purchase Agreement (Veeco Instruments Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Pumatech Inc)

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

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. **CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX, INC.**

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Ashworth Inc)

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

Appears in 1 contract

Samples: Share Purchase Agreement (Gp Strategies Corp)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Carpenter W R North America Inc)

Organization and Good Standing. Buyer is a corporation duly ------------------------------ organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Buyer is qualified to do business as a foreign corporation in each jurisdiction where it is required to qualify in order to conduct its business as presently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Roper Industries Inc /De/)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power, authority and right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and to execute, deliver, and perform its obligations under the Conveyance Documents.

Appears in 1 contract

Samples: Senior Insurance Settlements Purchase Agreement (Capital Resource Group LLC)

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

Appears in 1 contract

Samples: Partnership Interests Purchase Agreement (Texas Industries Inc)

Organization and Good Standing. Buyer is a corporation duly organized, organized and validly existing, and existing in good standing under the laws of the State of DelawareDelaware and has full corporate power, authority, and right to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver, and perform its obligations under the Conveyance Papers.

Appears in 1 contract

Samples: Receivables Purchase Agreement (JCP Receivables Inc)

Organization and Good Standing. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware, and has the power to conduct business as it is now being conducted and to own assets that it now owns.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hall Institutional Mortgage Fund LTD Partnership)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Joy Global Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Rediff Com India LTD)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Oxis International Inc)

Organization and Good Standing. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to enter into and perform its obligations under this Agreement. Buyer is the ultimate parent in its corporate group and there is no corporation, partnership or any other entity that owns in excess of twenty percent (20%) of the outstanding capital shares of Buyer on a fully diluted basis.

Appears in 1 contract

Samples: Securities Purchase Agreement (Entreport Corp)

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