Common use of Organization and Power Clause in Contracts

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite corporate full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, to perform its obligations hereunderhereunder and thereunder and to consummate the Contemplated Transactions.

Organization and Power. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate , and full power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware. Buyer has all requisite its organization, with full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite , with full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder.

Organization and Power. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to execute own, lease and deliver operate its assets and properties, to carry on its business as presently conducted by it, to enter into this Agreement and each Ancillary Agreement to which the Buyer is (or will be) a party, to perform its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is qualified to do business in every jurisdiction in which its ownership of properties or conduct of business requires it to qualify, except for those jurisdictions where the failure to be so qualified, would not have a material adverse effect on Buyer. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer Delaware and has all requisite corporate full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, to perform its obligations hereunderhereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Organization and Power. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer , and has all requisite corporate power and authority to execute own, lease and deliver this Agreement operate its properties, and to perform carry on its obligations hereunderbusiness, as such is now being conducted.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer , and has all requisite full corporate power and authority to execute own, lease and deliver this Agreement operate its assets and properties and to perform carry on its obligations hereunderbusiness as presently conducted by it.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate , with full power and authority to execute and deliver enter into this Agreement and the other Ancillary Agreements to which Buyer is a party and perform its obligations hereunderhereunder and thereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and carry on its business as presently conducted, except where the absence of such power to perform conduct its obligations hereunderbusiness would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite full corporate power to execute, deliver and authority to execute and deliver perform this Agreement and all other agreements and documents to perform its obligations hereunderbe executed and delivered by it in connection herewith.

Organization and Power. Each Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite , with full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to execute and deliver this Agreement and to perform carry on its obligations hereunderbusiness as now conducted.

Organization and Power. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in the State of Delaware. Buyer has possesses all requisite required corporate power and authority necessary to execute carry out the transactions contemplated by this Agreement. Buyer is not in default under, and deliver this Agreement and to perform does not violate, any provision of its obligations hereundergoverning documents.

Organization and Power. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all requisite corporate power and authority to execute and deliver this Agreement conduct its business as currently conducted and to perform its obligations hereunderenter into the Sale and Purchase Documents.

Organization and Power. Each Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority necessary to execute and deliver this Agreement and under the Buyer Documents and to perform its obligations hereunderhereunder and thereunder.

Organization and Power. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and is qualified to do business in every material jurisdiction in which its ownership of property or conduct of business requires it to qualify. Buyer has possesses all requisite corporate power and authority necessary to execute lease, own and deliver this Agreement operate its properties, to carry on its businesses as now conducted and to perform carry out the transactions contemplated by this Agreement. Buyer is not in default under or in violation of any provision of its obligations hereundergoverning documents.

Organization and Power. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State state of DelawareDelaware and has full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. Buyer has all requisite corporate power and authority to execute own, lease, and deliver this Agreement operate its properties and assets and to perform carry on its obligations hereunderbusiness as it is now being conducted.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Parent is a corporation duly organized, validly existing and in good standing under the laws of Japan. Each of Buyer and Parent has all requisite corporate power and authority (i) to execute and deliver this Agreement and each Transaction Document to which it is a party, and (ii) to perform its obligations hereunderand consummate the transactions contemplated hereunder and under the Transaction Documents.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite , with full corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which Buyer is a party and to perform its obligations hereunderhereunder and thereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement, the Security Agreement and the Services Agreement and to perform its obligations hereunderhereunder and thereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Holdings is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Holdings and Buyer has all requisite corporate power and authority to execute and deliver this Agreement and, at Closing, will have all requisite corporate power and authority to perform its respective obligations hereunderhereunder and under the Transaction Documents, and to otherwise consummate the transactions contemplated hereunder and thereunder, as the case may be.

Organization and Power. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware. Buyer has all requisite , with full corporate power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and (b) has all requisite corporate entity power and authority to execute own, lease and deliver this Agreement operate its properties and to perform carry on its obligations hereunderbusiness as now being conducted.

Organization and Power. Buyer (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer Delaware and (b) has all requisite corporate power and authority to execute own, lease and deliver this Agreement operate its properties and to perform carry on its obligations hereunderbusiness as now being conducted.

Organization and Power. Buyer is a corporation limited liability company duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute own and deliver this Agreement and to perform its obligations hereunderpurchase the Property.

Organization and Power. The Buyer is a corporation duly organized, validly existing and in good standing under the laws corporate law of the State of Delaware. The Buyer has all the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunderhereunder and to consummate the Contemplated Transactions in accordance with the terms and conditions hereof.

Organization and Power. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority and all material licenses, permits and authorizations necessary to execute carry on its businesses as now conducted and deliver this Agreement presently proposed to be conducted and to perform its obligations hereundercarry out the transactions contemplated by this Purchase Agreement.

Organization and Power. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer , and has all requisite corporate power and authority to execute own, lease and deliver this Agreement operate its assets and properties and to perform carry on its obligations hereunderbusiness as presently conducted by it. The Acquisition Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as presently conducted by it.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate , with full organizational power and authority to execute and deliver enter into this Agreement and perform its obligations hereunder. Parent is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full organizational power and authority to enter into this Agreement and perform its obligations hereunder.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware. Buyer has all the requisite corporate power and authority to execute conduct its business as presently conducted. Buyer has made available to the Company complete and deliver this Agreement accurate copies of its certificate of formation and operating agreement or certificate of incorporation and bylaws, as applicable, as amended to perform date and presently in effect, and Buyer is not in default in the performance, observation or fulfillment of any provision of its obligations hereundercertificate of formation and operating agreement or certificate of incorporation and bylaws, as applicable.

Organization and Power. Buyer is a corporation corporation, duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. The Buyer has all requisite corporate power and corporate authority to execute and deliver this Agreement and the other agreements contemplated hereby and to perform its obligations hereunderhereunder and thereunder.

Organization and Power. Buyer is a corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State state of Delaware. Buyer Delaware and has all requisite corporate full power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, to perform its obligations hereunderhereunder and thereunder and to consummate the Contemplated Transactions. Except as would not have a Buyer Material Adverse Effect, Buyer is not in default under or in violation of any provision of its organizational documents, and all such documents are in full force and effect.

Organization and Power. Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware. Buyer has all requisite corporate its organization, with full organizational power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunderhereunder and to consummate the transactions contemplated hereby.

Organization and Power. Buyer is a corporation corporation, duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and each other agreement, document or instrument or certificate contemplated hereby and to perform its obligations hereunderhereunder and thereunder and to consummate the transaction contemplated hereby and thereby.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify, except for those jurisdictions where the failure to be so qualified, would not have a material adverse effect on Buyer. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation limited liability company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform carry on its obligations hereunderbusiness as now conducted.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. Buyer is a corporation corporation, duly organizedincorporated, validly existing and in good standing under the laws Laws of the State state of Delaware. Buyer Delaware and has all requisite corporate full power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunderhereunder and to consummate the Contemplated Transactions.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver enter into this Agreement and the other documents and instruments to perform its obligations hereunderbe executed and delivered by Buyer and to carry out the transactions contemplated hereby and thereby.

Organization and Power. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware and is qualified to do business in the State of Delaware. Buyer has possesses all requisite required corporate power and authority necessary to execute carry out the transactions contemplated by this Agreement. Buyer is not in default under, and deliver this Agreement and to perform does not violate, any provision of its obligations hereundergoverning documents.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. The Buyer is a corporation duly organized, which is validly existing and in good standing under the laws of the State of DelawareDelaware and is qualified to do business in every jurisdiction in which the execution, delivery and performance of its obligations under this Agreement requires it to be so qualified. The Buyer has all requisite corporate full limited liability company power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the other Transaction Documents to perform its obligations hereunderwhich the Buyer is a party.

Organization and Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

Organization and Power. (a) Buyer is a Delaware corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware. Buyer has all requisite its organization, with full corporate power and authority to execute and deliver enter into this Agreement and the other Transaction Documents to which it is a party, and perform its obligations hereunderhereunder and thereunder.

Organization and Power. Buyer (i) is a corporation duly organized, validly existing entity under the laws and in good standing under the laws of in the State of Delaware. Buyer , (ii) has all requisite corporate power and authority to execute carry on the business in which it is now engaged, and deliver (iii) Buyer’s relevant Persons have taken all action required by law, and by such Buyer’s organizational documents, to authorize the execution and delivery of this Agreement and to perform its obligations hereunderthe purchase of the Assets in accordance with this Agreement.

Organization and Power. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. The Buyer has all the requisite corporate power and authority to execute own, lease and deliver this Agreement operate its assets and properties and to perform carry on its obligations hereunderbusiness as now conducted.