Common use of Organization; Authorization Clause in Contracts

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full power and authority to execute, deliver and perform this Agreement.

Appears in 3 contracts

Samples: Support Agreement (Organovo Holdings, Inc.), Support Agreement (Organovo Holdings, Inc.), Support Agreement (Lpath, Inc)

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Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers Delaware and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full power and authority to executecarry on its business as it is now being conducted. The execution, deliver delivery and perform performance of this AgreementAgreement by Buyer and the performance by Buyer of the transactions contemplated hereby have been duly authorized and approved by all necessary corporate proceedings of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Trizetto Group Inc)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is are within Buyer’s corporate powers power and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite corporate power and authority to execute, deliver and perform its obligations under this AgreementAgreement and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Support Agreement (Radoff Bradley Louis)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite corporate power and authority to execute, deliver and perform this AgreementAgreement and each other agreement, instrument and document to be executed and delivered by Buyer pursuant hereto. The execution, delivery and performance of this Agreement and such other agreements, instruments and documents by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized (by corporate action or otherwise) on the part of Buyer.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ply Gem Holdings Inc)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite power and authority to execute, deliver and perform this AgreementAgreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith.

Appears in 1 contract

Samples: Share Purchase Agreement (KFX Inc)

Organization; Authorization. Buyer is a corporation limited liability company duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite limited liability company power and authority to execute, deliver and perform this AgreementAgreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trimas Corp)

Organization; Authorization. Buyer is a Delaware corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite power and authority to execute, deliver and perform this AgreementAgreement and each Related Agreement to be executed and delivered by Buyer, and to consummate the Transaction.

Appears in 1 contract

Samples: Stock Purchase Agreement (Kaydon Corp)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws Laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite power and authority to execute, deliver and perform this AgreementAgreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith.

Appears in 1 contract

Samples: Interests Purchase Agreement (Fmsa Holdings Inc)

Organization; Authorization. (a) Buyer is a corporation corporation, duly incorporated or organized, as applicableincorporated, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full power and authority to execute, deliver and perform this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Brown Shoe Co Inc)

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Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite corporate power and authority to execute, deliver and perform this AgreementAgreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith.

Appears in 1 contract

Samples: Stock Purchase Agreement (Reliant Building Products Inc)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by Xxxxx has all necessary corporate actions on the part of Buyer. Buyer has full requisite legal right, power and authority to execute, deliver and perform this AgreementAgreement and each other Contract, instrument and document to be executed and delivered by Buyer in connection herewith (collectively, the “Buyer Ancillary Agreements”), and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements have been duly authorized by all requisite action of Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sanfilippo John B & Son Inc)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers Delaware and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full corporate power and authority to execute, deliver enter into this Agreement and perform this Agreementthe other Transaction Documents to which Buyer is a party.

Appears in 1 contract

Samples: Unit Purchase Agreement (Ultragenyx Pharmaceutical Inc.)

Organization; Authorization. (a) The Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws Laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full power and authority to execute, deliver and perform this Agreement.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (1847 Holdings LLC)

Organization; Authorization. Buyer is a corporation duly incorporated or organized, as applicable, validly existing and in good standing under the laws of the State of Delaware. The consummation of the transactions contemplated hereby is within Buyer’s corporate powers and have been duly authorized by all necessary corporate actions on the part of Buyer. Buyer has full all requisite corporate power and authority to execute, deliver and perform this AgreementAgreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith. All requisite corporate action to authorize, execute, deliver and perform this Agreement and each other agreement, instrument and document to be executed and delivered by or on behalf of Buyer in connection herewith has been taken by Buyer.

Appears in 1 contract

Samples: Share Exchange Agreement (Travelcenters of America Inc)

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