Common use of Organization and Related Matters Clause in Contracts

Organization and Related Matters. Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyer.

Appears in 4 contracts

Samples: Share Purchase Agreement (American Industrial Properties Reit Inc), Share Purchase Agreement (American Industrial Properties Reit Inc), Share Purchase Agreement (Usaa Real Estate Co)

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Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority necessary to carry on its business as now being conductedconducted and as proposed to be conducted and to own and operate the assets and properties now owned and being operated by it. Buyer has is duly qualified or licensed to do business as a foreign corporation in good standing in all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and jurisdictions in which the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly character or indirectly, all the location of the capital stock assets owned or leased by it or the nature of Buyerthe business conducted by it requires licensing or qualification.

Appears in 1 contract

Samples: Escrow Agreement (Power One Inc)

Organization and Related Matters. Buyer is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated herebyRelated Agreements to which it is a party. USAA beneficially owns, Buyer has all necessary corporate power and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyer.authority to own its properties and assets and to carry on its business as now being

Appears in 1 contract

Samples: Asset Purchase Agreement (Beverly Enterprises Inc)

Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all corporate power, Permits and Approvals necessary corporate power to own its properties and corporate authority assets and to carry on its business as now being conducted. Buyer has conducted and is duly qualified or licensed to do business as a foreign corporation in good standing in all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and jurisdictions in which the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly character or indirectly, all the location of the capital stock assets owned or leased by it or the nature of Buyerthe business conducted by it requires licensing or qualification.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Power One Inc)

Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all the necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly or indirectly, all of the capital stock of BuyerAgreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lamar Advertising Co)

Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as it is now being conducted. Buyer has all the necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated herebyany related agreements to which it is are party. USAA beneficially ownsBuyer has delivered to Shareholders true and correct copies of its Certificate of Incorporation and Bylaws, and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyercertified by its Secretary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Seracare Inc)

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Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all the necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby. USAA beneficially owns, hereby and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyerthereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tegal Corp /De/)

Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of the State Laws of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all the necessary corporate power and corporate authority to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)

Organization and Related Matters. Buyer is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as it is now being conducted. Buyer has all the necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyerany related agreements to which it is a party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Seracare Inc)

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