Common use of Organization of Buyer Clause in Contracts

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

Appears in 39 contracts

Samples: Stock Purchase Agreement (American Tire Distributors Holdings, Inc.), Asset Purchase Agreement (Professional Diversity Network, Inc.), Asset Purchase Agreement (Sigmatel Inc)

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Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State jurisdiction of Delawareits incorporation.

Appears in 33 contracts

Samples: Iii Asset Purchase Agreement (Napro Biotherapeutics Inc), Stock Purchase Agreement (Solo Cup CO), Asset Purchase Agreement (Kinder Travel, Inc.)

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

Appears in 20 contracts

Samples: Membership Interest Purchase Agreement (Crocs, Inc.), Asset Purchase Agreement (Bioadaptives, Inc.), Asset Purchase Agreement (LOCAL Corp)

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

Appears in 20 contracts

Samples: Asset Purchase Agreement (EzFill Holdings Inc), Asset Purchase Agreement (SMTP, Inc.), Asset Purchase Agreement (Super League Gaming, Inc.)

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

Appears in 17 contracts

Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Byrna Technologies Inc.), Asset Purchase Agreement (Foster L B Co)

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

Appears in 9 contracts

Samples: Stock Purchase Agreement (Lexor Holdings Inc), Software Purchase Agreement (Teknik Digital Arts Inc.), Asset Purchase Agreement (GPS Industries, Inc.)

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

Appears in 9 contracts

Samples: Asset Purchase Agreement, Unit Purchase Agreement (Malibu Boats, Inc.), Asset Purchase Agreement (Ecoark Holdings, Inc.)

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

Appears in 8 contracts

Samples: Asset Purchase Agreement (Sprague Resources LP), Asset Purchase Agreement (Kirby Corp), Asset Purchase Agreement (Regen Biologics Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 7 contracts

Samples: Purchase and Sale Agreement (Berry Petroleum Co), Asset Purchase Agreement (Brooktrout Technology Inc), Stock Purchase Agreement (Marketing Specialists Corp)

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

Appears in 7 contracts

Samples: Asset Purchase Agreement (Navigant Consulting Inc), Asset Purchase Agreement (NantHealth, Inc.), Asset Purchase Agreement (Phoenix Color Corp)

Organization of Buyer. Buyer is a corporation duly organized, validly --------------------- existing and in good standing under the laws of the State of DelawareDelaware with full corporate power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 6 contracts

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

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and corporate authority to own or lease and operate its assets and to carry on its businesses in the manner that they were conducted immediately prior to the date of this Agreement.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Saks Inc), Asset Purchase Agreement (Saks Inc), Stock Purchase Agreement (Belk Inc)

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

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Targa Resources Partners LP), Purchase and Sale Agreement (Targa Resources Partners LP), Purchase and Sale Agreement (Targa Resources Partners LP)

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

Appears in 5 contracts

Samples: Asset Purchase Agreement (Ammo, Inc.), Asset Purchase Agreement (Sg Blocks, Inc.), Stock Purchase Agreement (InvenTrust Properties Corp.)

Organization of Buyer. 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 carry on the business in which it is engaged, to own, lease and operate its properties and to enter into and perform its obligations under this Agreement.

Appears in 5 contracts

Samples: Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc), Stock Purchase Agreement (MJD Communications Inc)

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

Appears in 5 contracts

Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Purchase and Sale Agreement (SemGroup Energy Partners, L.P.), Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)

Organization of Buyer. 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: Stock Purchase Agreement (Modavox Inc), Plan of Reorganization (Modavox Inc), Stock Purchase Agreement (Fairchild Corp)

Organization of Buyer. Buyer is a corporation limited partnership, duly organized, formed and validly existing and in good standing under the laws Applicable Laws of the State of Delaware.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Sanchez Production Partners LP), Purchase and Sale Agreement (Sanchez Energy Corp), Purchase and Sale Agreement (Sanchez Production Partners LP)

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

Appears in 4 contracts

Samples: Purchase and Sale Agreement (Natural Resource Partners Lp), Purchase and Sale Agreement (Alpha Natural Resources, Inc.), Purchase and Sale Agreement (Alpha Natural Resources, Inc.)

Organization of Buyer. Buyer is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to carry on its business as now being conducted, and to perform its obligations hereunder.

Appears in 4 contracts

Samples: Asset Purchase and Sale Agreement (SFX Entertainment Inc), Asset Purchase and Sale Agreement (SFX Entertainment Inc), Asset Purchase and Sale Agreement (SFX Entertainment Inc)

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Tidel Technologies Inc), Asset Purchase Agreement (Tidel Technologies Inc)

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

Appears in 4 contracts

Samples: Equity Interest Purchase Agreement (Inland American Real Estate Trust, Inc.), Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.)

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

Appears in 4 contracts

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.), Asset Purchase Agreement (SilverSun Technologies, Inc.)

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

Appears in 4 contracts

Samples: Stock Purchase Agreement (Mercury Finance Co), Asset Purchase Agreement (Day International Group Inc), Stock Purchase Agreement (Mercury Finance Co)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to own or lease and operate its assets and to carry on its businesses in the manner that they were conducted immediately prior to the date of this Agreement.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Catalyst Health Solutions, Inc.), Purchase Agreement (Photomedex Inc), Purchase Agreement (Aon Corp)

Organization of Buyer. 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 (Critical Homecare Solutions Holdings, Inc.), Purchase and Sale Agreement (LNR Property Corp), Units Purchase Agreement (U S Restaurant Properties Master L P)

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

Appears in 3 contracts

Samples: Agreement for Purchase and Sale (Leap Wireless International Inc), Agreement for Purchase and Sale (Leap Wireless International Inc), Agreement for Purchase (Leap Wireless International Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State of Delawaremanner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Primix), Agreement and Plan of Merger (Primix), Stock Purchase Agreement (Lamar Advertising Co)

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

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.), Interest Purchase Agreement (Global Eagle Entertainment Inc.), Membership Interest Purchase Agreement (Pasithea Therapeutics Corp.)

Organization of Buyer. 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 own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Tellabs Inc), Asset Purchase Agreement (Hastings Manufacturing Co), Asset Purchase Agreement (SBS Technologies Inc)

Organization of Buyer. 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 3 contracts

Samples: Asset Purchase Agreement, Acquisition Agreement (Alpha NR Holding Inc), Membership Unit Purchase Agreement (Alpha NR Holding Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company possesses all requisite corporate power and authority and all licenses, permits and authorizations necessary to own and operate its properties, to carry on its businesses as now conducted and to carry out the transactions contemplated by the Transaction Documents.

Appears in 3 contracts

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

Organization of Buyer. Buyer is a corporation duly --------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to own or lease and operate and use its properties and assets and to carry on its businesses in the manner currently conducted.

Appears in 3 contracts

Samples: Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Worldwide Corp), Purchase Agreement (Aramark Corp)

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

Appears in 2 contracts

Samples: Unit Purchase Agreement (Twinlab Consolidated Holdings, Inc.), Asset Purchase Agreement (Twinlab Consolidated Holdings, Inc.)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to enter into and perform the terms of this Agreement, and the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Univision Communications Inc), Asset Purchase Agreement (United Television Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of Delaware. Buyer has full corporate power and authority to own its property and to carry on its business as and in the places where such property is now owned or operated or such business is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Recruiter.com Group, Inc.), Asset Purchase Agreement (Futuris Co)

Organization of Buyer. 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 own, lease and operate its properties and to carry on its business as it is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Trey Resources Inc), Asset Purchase Agreement (Xoom Inc)

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

Appears in 2 contracts

Samples: Contribution and Merger Agreement (JWC Acquisition Corp.), Asset Purchase Agreement (JTS Corp)

Organization of Buyer. 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 or similar power and authority to own, lease and operate its assets and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Master Acquisition Agreement (Esterline Technologies Corp), Master Acquisition Agreement (Esterline Technologies Corp)

Organization of Buyer. Buyer is a corporation 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 its properties and to carry on its business as now being conducted.

Appears in 2 contracts

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

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

Appears in 2 contracts

Samples: Plan of Reorganization and Purchase Agreement (RE/MAX Holdings, Inc.), Plan of Reorganization and Purchase Agreement (RE/MAX Holdings, Inc.)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ufp Technologies Inc), Purchase Agreement (Ufp Technologies Inc)

Organization of Buyer. 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 presently being conducted and to own and lease its properties and assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Accelerize New Media Inc), Asset Purchase Agreement (Carlisle Companies Inc)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Fischer Imaging Corp), Asset Purchase Agreement (Hologic Inc)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Smith Micro Software, Inc.), Asset Purchase Agreement (Smith Micro Software, Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full power and authority to own, operate or lease its properties and to conduct its business in the State of Delawaremanner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 2 contracts

Samples: Interests for Stock Purchase Agreement (Brooks Automation Inc), Stock Purchase Agreement (Brooks Automation Inc)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power to enter into this Agreement and to perform its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Chesapeake Corp /Va/), Asset Purchase Agreement (Henry Jack & Associates Inc)

Organization of Buyer. 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 own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 2 contracts

Samples: Purchase Agreement (Affiliated Managers Group Inc), Purchase Agreement (Affiliated Managers Group Inc)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (SFX Broadcasting Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws Laws of the State of Delaware. Buyer is duly qualified to conduct its business as a foreign entity and is in good standing under the Laws of each jurisdiction where such qualification is required. Buyer has the requisite corporate power and authority necessary to own, lease, or operate its properties and assets and carry on its business as presently conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Delek US Holdings, Inc.), Stock Purchase Agreement (Delek US Holdings, Inc.)

Organization of Buyer. Buyer is a corporation duly organized, --------------------- validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Mac-Gray Corp), Asset Purchase Agreement (Segue Software Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware, is duly qualified to do business and validly existing and in good standing as a foreign corporation in the State of Texas, and has all requisite corporate power and authority to own and lease the properties and assets it currently owns and leases and to conduct its activities as such activities are currently conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in all of the jurisdictions where the Systems are located.

Appears in 2 contracts

Samples: Purchase Agreement (Usol Holdings Inc), Purchase Agreement (Usol Holdings Inc)

Organization of Buyer. 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 (Intermedia Communications of Florida Inc), Acquisition Agreement (Intermedia Communications of Florida Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has full corporate power and authority to conduct its business as it is presently being conducted and to own, lease and operate its properties and assets. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership of property or nature of its business requires such qualification and where failure to be so qualified would have a material adverse effect on Buyer.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Lois/Usa Inc), Stock Purchase Agreement (Lois/Usa Inc)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mastech Holdings, Inc.), Asset Purchase Agreement (Hudson Global, Inc.)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power and authority to own or lease its properties and to conduct its business in the State of Delawaremanner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 2 contracts

Samples: Asset Contribution Agreement (Monarch Dental Corp), Purchase Agreement (Dial Corp /New/)

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

Appears in 2 contracts

Samples: Stock Purchase Agreement (Kingsway Financial Services Inc), Contribution Agreement (Kayne Anderson Acquisition Corp)

Organization of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with full power and authority to own, operate or lease its properties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Brooks Automation Inc), Asset Purchase Agreement (Brooks Automation Inc)

Organization of Buyer. 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 conduct its business and to own and lease its properties.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Golden State Vintners Inc), Stock Purchase Agreement (Xerox Corp)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing as a foreign corporation in the State of California.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Bio Rad Laboratories Inc), Asset Purchase Agreement (Bio Rad Laboratories Inc)

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

Appears in 2 contracts

Samples: Merger Agreement (Redfin Corp), Asset Purchase Agreement (Packard Bioscience Co)

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Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State manner and in the places where such properties are owned or leased or such business is conducted by it. Except as set forth in Schedule 3.1 hereto, Buyer is not in violation of Delawareany term of its Certificate of Incorporation or By-laws.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Universal Access Global Holdings Inc), Stock Purchase Agreement (Universal Access Global Holdings Inc)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and corporate authority to own or lease its assets and to carry on its businesses as currently conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Freedom Group, Inc.), Stock Purchase Agreement (Remington Arms Co Inc/)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware with full corporate power and authority to carry on the business in which it is presently engaged, to own, lease and operate its properties, and to enter into and perform its obligations under this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nuevo Energy Co), Stock Purchase Agreement (Nuevo Energy Co)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (West Corp)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where failure to so qualify does not materially impair Buyer’s performance hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ndchealth Corp)

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer was organized for the sole purpose of acquiring the Acquired Assets and assuming the Assumed Liabilities.

Appears in 1 contract

Samples: Asset Purchase Agreement (CreditCards.com, Inc.)

Organization of Buyer. 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 conduct its business and to own and lease its properties.

Appears in 1 contract

Samples: Stock Purchase Agreement (Coinmach Corp)

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer has full corporate power and authority to own its property and to carry on its business as and in the places where such property is now owned or operated or such business is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Premier Holding Corp.)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the organizational documents and bylaws of Buyer, each as amended to date, have been heretofore delivered to Seller and are accurate and complete.

Appears in 1 contract

Samples: Stock Purchase Agreement (Connecticut Light & Power Co)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Richmont Marketing Specialists Inc)

Organization of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Attached hereto as Schedule 4(b)(i) are true and correct copies of the Buyer’s Articles of Incorporation and By-Laws, as amended.

Appears in 1 contract

Samples: Purchase and Sale of Common Stock (Valcom, Inc)

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

Appears in 1 contract

Samples: Purchase and Sale Agreement (Epl Oil & Gas, Inc.)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware [and is duly qualified to transact business and is in good standing in each of the jurisdictions listed in Schedule 5.1 where Seller is so qualified]. Buyer has full power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Navigant Consulting Inc)

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

Appears in 1 contract

Samples: Asset Purchase and License Agreement (Ecogen Inc)

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

Appears in 1 contract

Samples: Limited Liability Company Membership Interest Purchase Agreement (Hythiam Inc)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. The Buyer is licensed or qualified to conduct its business and is in good standing in every jurisdiction where it is required to be so licensed or qualified, except where the failure to do so would not result in a material adverse effect. Buyer has all necessary corporate power and corporate authority to own or lease its assets and to carry on its business as currently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sm&A)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, 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 own or lease its assets and to carry on its business as currently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sm&A)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has the corporate power and corporate authority to own or lease and operate its assets and to carry on its businesses in the manner that they were conducted immediately prior to the date of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aleris International, Inc.)

Organization of Buyer. Buyer is a Delaware corporation duly organizedformed, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer is in good standing and duly qualified to do business in each jurisdiction in which the conduct of its business or ownership or leasing of its properties makes such qualification necessary.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Laredo Petroleum, Inc.)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the Certificates of Incorporation and Bylaws of Buyer, heretofore delivered by Buyer to Seller, are accurate and complete as of the date hereof. Buyer is duly licensed and qualified to do business and is in good standing in each jurisdiction in which such qualification is required or will be required as a result of the transaction contemplated by this Agreement by applicable law.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amedisys Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (JanOne Inc.)

Organization of Buyer. 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 own or lease and to operate and use its properties and assets and to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Global Sports Inc)

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

Appears in 1 contract

Samples: Stock Acquisition Agreement (Fund American Enterprises Holdings Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Eco Soil Systems Inc)

Organization of Buyer. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate or equivalent organizational power and authority to carry on its business as now conducted by it.

Appears in 1 contract

Samples: Purchase Agreement (C H Robinson Worldwide Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Flowers Industries Inc /Ga)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (POSITIVEID Corp)

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

Appears in 1 contract

Samples: Loan Agreement (Intermedia Communications of Florida Inc)

Organization of Buyer. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the Governing Documents of Buyer have been heretofore delivered to Sellers and are accurate and complete.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ridgewood Electric Power Trust V)

Organization of Buyer. Buyer is a corporation corporation, formed and duly organized, validly existing and in good standing organized under the laws of the State of Delaware, has the requisite power and authority to enter into this Agreement and to perform the terms of this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eagle Broadband Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Drkoop Com Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Sito Mobile, Ltd.)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Gardner Denver Machinery Inc)

Organization of Buyer. 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 conduct its business and to own and lease its properties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mattel Inc /De/)

Organization of Buyer. Buyer is a corporation duly organized, validly --------------------- existing and in good standing under the laws of Delaware with full corporate power to own or lease its properties and to conduct its business in the State of Delawaremanner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 1 contract

Samples: Stock Purchase Agreement (Outdoor Communications Inc /De/)

Organization of Buyer. 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 its assets and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Accounts Receivable Purchase Agreement

Organization of Buyer. 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 necessary to enable it to own and operate its properties and to conduct its business as now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quinstreet, Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Aptus Corp)

Organization of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Copies of the organizational documents and bylaws of Buyer, each as amended to date, have been heretofore delivered to Sellers and are accurate and complete.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)

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