Common use of Organization and Standing Clause in Contracts

Organization and Standing. Purchaser is a corporation duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its business.

Appears in 6 contracts

Samples: Purchase Agreement (Sinclair Broadcast Group Inc), Purchase Agreement (Sinclair Broadcast Group Inc), Purchase Agreement (Sinclair Broadcast Group Inc)

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Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its the jurisdiction of its incorporation and has all requisite corporate power and authority authority, and all authorizations, licenses, permits and certifications necessary to own, lease and operate own its properties and assets and to conduct carry on its businessbusiness as it is now being conducted and proposed to be conducted. Purchaser is duly qualified to transact business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or the nature of its businesses makes such qualification necessary.

Appears in 4 contracts

Samples: Exchange Agreement (Global Asset Holdings Inc), Exchange Agreement (Teltran International Group LTD), Exchange Agreement (Global Asset Holdings Inc)

Organization and Standing. The Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation formation and has all requisite full corporate power and authority to ownenter into and perform this Agreement, lease and operate its properties and assets and to conduct its businesscarry out the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Securities Purchase Agreement (La Jolla Pharmaceutical Co)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws Laws of its jurisdiction the State of incorporation and Utah. Purchaser has all requisite corporate power and authority to own, lease and operate own its properties and assets carry on its business as being now conducted and to conduct its businessas contemplated by this Agreement.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Telkonet Inc), Stock Purchase Agreement (Telkonet Inc), Unit Purchase Agreement (Telkonet Inc)

Organization and Standing. The Purchaser is a corporation duly incorporatedorganized, validly existing, and in good standing existing under the laws of its jurisdiction Laws of incorporation and has all requisite corporate full power and authority to own, lease conduct its business as presently conducted and operate to own its properties and assets and to conduct its businessproperties as presently owned.

Appears in 3 contracts

Samples: Escrow Agreement (Whirlpool Corp /De/), Share Purchase Agreement (Sifco Industries Inc), Whirlpool Corp /De/

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessincorporation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Hycor Biomedical Inc /De/), Asset Purchase and Sale Agreement (Computer Concepts Corp /De)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of the State of Texas. It is duly qualified to do business and is in good standing in all jurisdictions where its jurisdiction ownership or leasing of incorporation and has all requisite corporate power and authority property or assets or its conduct of business requires it to own, lease and operate its properties and assets and to conduct its businessbe so qualified.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Intervoice Inc), Agreement and Plan of Merger (Convergys Corp)

Organization and Standing. The Purchaser is a corporation duly incorporatedformed entity or series thereof, validly existing, existing and in good standing under the laws of its the jurisdiction of incorporation and has all requisite corporate power its formation with full right and authority to own, lease and operate its properties and assets enter into and to conduct its businessconsummate the transactions contemplated by this Agreement and the Notes.

Appears in 2 contracts

Samples: Promissory Note Purchase Agreement (Bridgeway National Corp.), Promissory Note Purchase Agreement (Bridgeway National Corp.)

Organization and Standing. Purchaser is a corporation limited liability company duly incorporated, formed or organized, and is validly existing, existing and in good standing under the laws of the state of its jurisdiction incorporation, formation or organization. Cinedigm is a corporation duly incorporated, formed or organized, and is validly existing and in good standing under the laws of incorporation and has all requisite corporate power and authority to ownthe state of its incorporation, lease and operate its properties and assets and to conduct its businessformation or organization.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Gaiam, Inc), Membership Interest Purchase Agreement (Cinedigm Corp.)

Organization and Standing. If the Purchaser is an entity, the Purchaser is a corporation corporation, limited liability company, partnership or any other entity duly incorporatedincorporated or organized, validly existing, existing and in good standing under the laws of its the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessor organization.

Appears in 2 contracts

Samples: Securities Purchase Agreement (HyreCar Inc.), Securities Purchase Agreement (Muscle Maker, Inc.)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its the jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessformation.

Appears in 2 contracts

Samples: Confidential Treatment (Akorn Inc), Kos Pharmaceuticals Inc

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate organization. Purchaser is not in violation of any of the provisions of its properties and assets and to conduct its businessCertificate of Incorporation.

Appears in 2 contracts

Samples: Amended and Restated Purchase Agreement (Answers CORP), Purchase Agreement (Answers CORP)

Organization and Standing. The Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessorganization.

Appears in 2 contracts

Samples: Purchase Agreement (Advanced Cell Technology, Inc.), Stock Purchase Agreement (Bolt Technology Corp)

Organization and Standing. If Purchaser is an entity, Purchaser is a corporation corporation, limited liability company or partnership duly incorporatedincorporated or organized, validly existing, existing and in good standing under the laws of its the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessor organization.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (Brookside Technology Holdings, Corp.), Subordinated Note Purchase Agreement (Brookside Technology Holdings, Corp.)

Organization and Standing. The Purchaser is a duly organized and validly existing corporation duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease own and operate its assets and properties and assets and to conduct its businessbusiness as presently conducted, except where the failure to do so would not have a material adverse effect on the Purchaser and its subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Cv Therapeutics Inc), Common Stock Purchase Agreement (Cv Therapeutics Inc)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction the State of incorporation Indiana and has all requisite corporate power and authority to own, lease carry on its business as now being conducted. Purchaser has all requisite power and operate its properties authority to execute and assets deliver this Agreement and to conduct its businessconsummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arvida JMB Partners L P)

Organization and Standing. Purchaser is a corporation duly incorporated, organized and validly existing, and in good standing existing under the laws of its jurisdiction of incorporation England and Wales. Purchaser has all requisite the corporate power and authority to own, lease and operate own its properties and assets to carry on its business as now being conducted and is duly qualified or licensed to conduct its businessdo business and is in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a Purchaser Material Adverse Effect.

Appears in 1 contract

Samples: Share Purchase Agreement (Taleo Corp)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of the state of its jurisdiction of incorporation incorporation, and has all requisite full corporate power and authority to own, lease enter into and operate its properties and assets and to conduct its businessperform this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Wireless Corp)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and organization. Purchaser is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws (or similar organizational documents). Purchaser has all the requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessbusiness as it is presently being conducted.

Appears in 1 contract

Samples: Share Purchase Agreement (Hyperion Therapeutics Inc)

Organization and Standing. Purchaser is a corporation ------------------------- duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction state of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessincorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Prandium Inc)

Organization and Standing. Purchaser is a corporation duly incorporated, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessincorporation.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Mettler Toledo Holding Inc)

Organization and Standing. Purchaser The Purchaser: (i) is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws Laws of its jurisdiction of incorporation and incorporation; (ii) has all requisite corporate power and authority to ownown its properties, lease carry on its business as now being conducted and operate as contemplated by this Agreement; and (iii) is duly qualified or licensed to do business and is in good standing or has active status in each jurisdiction in which the nature of its business or the ownership, leasing or operation of its properties and assets and to conduct its businessmakes such qualification or licensing necessary.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kforce Inc)

Organization and Standing. The Purchaser is a corporation duly incorporated, validly existing, existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all requisite corporate full power and authority to own, lease conduct its business as presently conducted and operate to own its properties and assets and to conduct its businessproperties as presently owned.

Appears in 1 contract

Samples: Share Purchase Agreement (National Bank of Greece Sa)

Organization and Standing. (a) The Purchaser is a corporation duly incorporated, validly existing, existing and in good standing under the laws of its respective jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessincorporation.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Gardner Denver Inc)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its the jurisdiction of its incorporation. Purchaser is not in violation of any of the provisions of its certificate of incorporation and has all requisite corporate power and authority or bylaws, except as would not have a material adverse effect on the ability of Purchaser to own, lease and operate its properties and assets and to conduct its businessconsummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Upland Software, Inc.)

Organization and Standing. Purchaser is a corporation an entity duly incorporatedorganized, validly existingexisting and, and where applicable, in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessorganization.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Capital Lease Funding Inc)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, and in good standing under the laws of its jurisdiction the state of incorporation New Jersey and has all requisite corporate the full power and authority (corporate and otherwise) to own, lease carry on its business in the places and operate its properties in the manner and assets and to conduct its businessas it is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Measurement Specialties Inc)

Organization and Standing. Purchaser is a corporation corporation, duly incorporated, validly existing, and in good standing under the laws Laws of the state of its jurisdiction of incorporation incorporation. Purchaser is qualified and has all requisite corporate power and authority authorized to own, lease and operate its properties and assets and to conduct its businesstransact business in the Business Location State.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autobytel Inc)

Organization and Standing. The Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its the jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessincorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Genesisintermedia Com Inc)

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Organization and Standing. The Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its jurisdiction of formation, incorporation or organization and has all the requisite corporate power and authority to owncarry on its business as currently conducted, lease and operate its properties and assets to enter into this Purchase Agreement and to conduct its businesscarry out the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (S1 Corp /De/)

Organization and Standing. The Purchaser is a corporation or other entity duly incorporatedincorporated or formed, validly existingexisting and, and where the concept is applicable, in good standing under the laws of its the jurisdiction of its incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessor formation.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Clean Energy Fuels Corp.)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction the Republic of incorporation the Xxxxxxxx Islands and has all requisite the corporate power and authority to enable it to own, lease and operate or otherwise hold its properties and assets and to conduct its businessbusiness as now being conducted. The Purchaser is qualified to do business and is in good standing in each jurisdiction where the failure to be so qualified and in good standing would have a Material Adverse Effect with respect to the Purchaser.

Appears in 1 contract

Samples: Share Purchase Agreement (Seaspan CORP)

Organization and Standing. Purchaser is a corporation duly incorporated------------------------- organized, validly existing, existing and in good standing under the laws of its jurisdiction state of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessincorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Prandium Inc)

Organization and Standing. The Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws Laws of the state of its jurisdiction incorporation. Copies of incorporation the Organizational Documents of the Purchaser and has all requisite corporate power amendments thereto as in effect on the date hereof have been made available to the Seller Representative and authority to own, lease are complete and operate correct as of the date of this Agreement. The Purchaser is not in default under or in violation of its properties and assets and to conduct its businessOrganizational Documents.

Appears in 1 contract

Samples: Stock Purchase Agreement (UTi WORLDWIDE INC)

Organization and Standing. Purchaser is a corporation company duly incorporated, organized and validly existing, and in good standing existing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to ownorganization. Purchaser is not in violation of any of the provisions of its articles or certificate of incorporation, lease and operate its properties and assets and to conduct its businessas applicable, or bylaws or equivalent organizational or governing documents.

Appears in 1 contract

Samples: Share Purchase Agreement (Perion Network Ltd.)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and set forth above. Purchaser has all requisite corporate full power and authority to own, lease and operate its properties and assets enter into this Agreement and to conduct its businesscarry out the transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement of Purchase and Sale of Stock (Narrowstep Inc)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws Laws of the state of its jurisdiction of incorporation and incorporation. Purchaser has all requisite corporate right, power and authority to own, lease and operate its properties and assets enter into this Agreement and to conduct its businessconsummate the transactions contemplated hereby. Copies of the Articles or Certificate of Incorporation and bylaws of Purchaser and all amendments thereto as in effect on the date hereof have been delivered to the Company Stockholders and are complete and correct as of the date hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Manitowoc Co Inc)

Organization and Standing. Purchaser is a corporation duly incorporated, limited liability company validly existing, existing and in good standing under the laws of its jurisdiction the District of incorporation and Columbia. Purchaser has all the requisite corporate organizational power and authority to enable it to own, lease and operate its properties and or otherwise hold the assets owned, leased or otherwise held by it, and to conduct its businessbusiness as currently conducted by it.

Appears in 1 contract

Samples: Asset Purchase Agreement (Washington Post Co)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its the jurisdiction of incorporation and in which it is incorporated. Purchaser has all requisite corporate full power and authority to own, lease carry on its business as now conducted and operate its properties and assets and to conduct its businessas contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Simula Inc)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction the state of incorporation Colorado and has all requisite corporate the full power and authority (corporate and otherwise) to own, lease and operate carry on its properties and assets and to conduct its businessbusiness in places in which it is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Tenera Inc)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate organization. Purchaser is not in violation of any of the provisions of its properties and assets and to conduct its businessArticles of Incorporation or Bylaws.

Appears in 1 contract

Samples: Share Purchase Agreement (BTCS Inc.)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation New York and has all requisite corporate power and authority to ownexecute and deliver this Agreement, lease to carry on the businesses in which it is engaged, to own and operate use the properties owned and used by it, to consummate the transactions contemplated hereby, and perform its properties and assets and to conduct its businessobligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hypercom Corp)

Organization and Standing. The Purchaser is a corporation duly incorporated, organized and validly existing, and in good standing subsisting under the laws of its jurisdiction of incorporation and has all requisite the corporate power and authority to own, lease and operate its properties and assets enter into this Agreement and to conduct perform its businessobligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to ownorganization. Purchaser is not in violation of any of the provisions of their respective Certificate of Incorporation, lease and operate its properties and assets and to conduct its businessor Bylaws.

Appears in 1 contract

Samples: Share Purchase Agreement (Nuvasive Inc)

Organization and Standing. 11.1.1 The Purchaser is a corporation company duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate full power and authority to own, lease conduct its business as presently conducted and operate to own its properties and assets and to conduct its businessproperties as presently owned.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Manitex International, Inc.)

Organization and Standing. Purchaser (a) is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of the state of its jurisdiction of incorporation formation, and (b) has all requisite corporate full limited liability company power and authority to own, lease enter into and operate its properties and assets and to conduct its businessperform this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Wireless Corp)

Organization and Standing. Purchaser is an individual duly authorized and empowered or a corporation corporation, partnership or limited liability company duly incorporatedorganized, validly existing, existing and in good standing under the laws of its the jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its properties and assets and to conduct its businessorganization.

Appears in 1 contract

Samples: Note Purchase Agreement (Nextfit, Inc.)

Organization and Standing. Purchaser is a corporation duly incorporatedorganized, validly existing, existing and in good standing under the laws of its jurisdiction the State of incorporation Colorado and has all requisite corporate power and authority powers required to own, lease and operate carry on its properties and assets and to conduct its businessbusiness as now conducted.

Appears in 1 contract

Samples: Purchase and Sale Agreement (PRB Energy, Inc.)

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