Common use of Organization of Buyer Clause in Contracts

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 22 contracts

Samples: Confidential Treatment Requested (Boingo Wireless Inc), Asset Purchase Agreement (Hillman Companies Inc), Stock Purchase Agreement (Clearone Communications Inc)

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Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 9 contracts

Samples: Asset Purchase Agreement (INX Inc), Asset Purchase Agreement (I Sector Corp), Securities Purchase Agreement (MVC Capital, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Phoenix Footwear Group Inc), Stock Purchase Agreement (Saker Aviation Services, Inc.), Asset Purchase Agreement (Overland Data Inc)

Organization of Buyer. Buyer is a corporation (or other entity) corporation, duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation (or other formation)organization, with full power and authority to consummate the transactions contemplated hereby.

Appears in 6 contracts

Samples: Purchase Agreement (Alcentra Capital Corp), Purchase Agreement (Stellus Capital Investment Corp), Purchase Agreement (Alcentra Capital Corp)

Organization of Buyer. The Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Commonwealth of Massachusetts with full corporate power and authority to own or lease its incorporation (properties and to conduct its business in the manner and in the places where such properties are owned or other formation)leased or such business is conducted by it.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Interleaf Inc /Ma/), Stock Purchase Agreement (Interleaf Inc /Ma/), Asset Purchase Agreement (Boston Private Financial Holdings Inc)

Organization of Buyer. Buyer is a corporation (or other entity) limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 5 contracts

Samples: Membership Interest Purchase Agreement (ImmunityBio, Inc.), Asset Purchase Agreement (Greenbrier Companies Inc), Asset Purchase Agreement (Commercial Vehicle Group, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing Good Standing under the laws of the state, province or other jurisdiction of its incorporation (or other formation)formation with full corporate power and authority to conduct its business as now conducted.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Joy Global Inc), Stock Purchase Agreement (Rowan Companies Inc), Stock Purchase Agreement (Cameron International Corp)

Organization of Buyer. Buyer is a corporation (or other entity) limited liability company duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 4 contracts

Samples: Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.), Interest Purchase Agreement (Energy 11, L.P.)

Organization of Buyer. Buyer is (A) a corporation (or other entity) duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation)) and has all requisite corporate power and authority to operate its business as now conducted, and (B) duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of its owned, operated or leased properties or the nature of its activities makes such qualification necessary.

Appears in 3 contracts

Samples: Stock Purchase Agreement (HC2 Holdings, Inc.), Stock Purchase Agreement (HC2 Holdings, Inc.), Purchase Agreement (American Financial Group Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation, with full corporate power and authority to conduct its business as now being conducted by it and to own and use the properties it purports to own and use.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Blyth Inc), Asset Purchase Agreement (Natural Alternatives International Inc), Asset Purchase Agreement (Natural Alternatives International Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Harsco Corp), Stock and Asset Purchase Agreement (Alpharma Inc), Stock Purchase Agreement (Compass Group Diversified Holdings LLC)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction State of its incorporation (or other formation)Illinois.

Appears in 3 contracts

Samples: Stock Purchase Agreement (General Employment Enterprises Inc), Stock Purchase Agreement (General Employment Enterprises Inc), Stock Purchase Agreement (General Employment Enterprises Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 3 contracts

Samples: Acquisition Agreement (Nitches Inc), Acquisition Agreement (Nitches Inc), Stock Purchase Agreement (Cinedigm Digital Cinema Corp.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Commonwealth of Pennsylvania. Buyer has the corporate power and corporate authority to own or lease and operate its incorporation (or other formation)assets and to carry on its businesses in the manner that they were conducted immediately prior to the date of this Agreement.

Appears in 3 contracts

Samples: Purchase Agreement (Bon Ton Stores Inc), Purchase Agreement (Saks Inc), Asset Purchase Agreement (Bon Ton Stores Inc)

Organization of Buyer. The Buyer is a corporation (or other entity) corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 3 contracts

Samples: Subscription Agreement (Illinova Corp), Preferred Stock Subscription Agreement (Dynegy Inc /Il/), Subscription Agreement (Dynegy Inc /Il/)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation (or other formation)incorporation.

Appears in 3 contracts

Samples: Stock Purchase and Indemnification Agreement (Fibreboard Corp /De), Stock Purchase and Indemnification Agreement (Ski Lifts Inc), Asset Purchase and Sale Agreement (Fibreboard Corp /De)

Organization of Buyer. Buyer and each Buyer Subsidiary is a corporation (Business Entity duly incorporated or other entity) duly organized, validly existing, and and, to the extent applicable in its jurisdiction of incorporation or organization, in good standing under the laws Laws of the its jurisdiction of its incorporation (or other formation)organization.

Appears in 2 contracts

Samples: Purchase Agreement (Cree Inc), Purchase Agreement (Cree Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Polarityte, Inc.), Purchase and Sale Agreement (Polarityte, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)and has full corporate power and authority, as the case may be, to conduct its business as now conducted and as currently proposed to be conducted and to own, use, license and lease its assets and properties and to acquire and own the Acquired Assets and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Salary. Com, Inc.), Asset Purchase Agreement (Salary. Com, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Von Hoffmann Corp), Stock Purchase Agreement (Von Hoffmann Holdings Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporation (or other formation)New York.

Appears in 2 contracts

Samples: Asset Purchase Agreement (MBC Funding Ii Corp.), Asset Purchase Agreement (MBC Funding Ii Corp.)

Organization of Buyer. Buyer is a corporation (or other entity) limited liability company duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 2 contracts

Samples: Business Sale and Membership Interest (Penford Corp), Business Sale and Membership Interest (Penford Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (organization and has all requisite corporate power and authority to carry on its business as now being conducted. Buyer is duly qualified or other formation)licensed to do business in each jurisdiction in the United States in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary, except where the failure to be so qualified or so licensed would not reasonably be expected to have a Buyer Material Adverse Effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Penson Worldwide Inc), Asset Purchase Agreement (Penson Worldwide Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of New York. Buyer has all requisite power and authority under its incorporation (or other formation)charter and governance documents and under applicable laws to execute and deliver this Agreement and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Pro Net Link Corp), Asset Purchase Agreement (Pro Net Link Corp)

Organization of Buyer. Buyer is a corporation (or other entity) company duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporation (or other formation)with full corporate power to execute and deliver this Agreement and to carry out its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Clark/Bardes Holdings Inc), Stock Purchase Agreement (Clark/Bardes Holdings Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).incorporation;

Appears in 2 contracts

Samples: Stock Purchase Agreement (Cimnet Inc/Pa), Stock Purchase Agreement (Xpedior Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation, with full corporate power and authority to own all of its property and assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Windsor Woodmont Black Hawk Resort Corp), Asset Purchase Agreement (Ameristar Casinos Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of [STATE] with full corporate power to own or lease its properties and to conduct its business in the jurisdiction manner and in the places where such properties are owned or leased or such business is conducted by it. 28Given the increased filing fee for Xxxx-Xxxxx-Xxxxxx filings, it may be appropriate to include language in the agreement regarding sharing of its incorporation (or other formation)this expense.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Commonwealth of Massachusetts with full corporate power to own or lease its incorporation (properties and to conduct its business in the manner and in the places where such properties are owned or other formation)leased or such business is conducted by it.

Appears in 2 contracts

Samples: Stock Purchase Agreement (C Quential Inc), Stock Purchase Agreement (C Quential Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation).

Appears in 2 contracts

Samples: Asset Purchase Agreement (Remy International, Inc.), Membership Interest Purchase Agreement (Healthstream Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of Missouri and has all requisite power and authority to own, operate and lease its incorporation (properties and to carry on its business as presently owned or other formation)conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Peak Resorts Inc), Stock Purchase Agreement (Peak Resorts Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 1 contract

Samples: Asset Purchase Agreement (Time America Inc)

Organization of Buyer. Buyer is a corporation (or other entity) an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (jurisdiction. Buyer has full corporate power and authority to own or other formation)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 (Zhone Technologies Inc)

Organization of Buyer. The Buyer is a corporation (or other entity) duly organizedauthorized, validly existing, and in good standing under the laws of the its jurisdiction of incorporation and has the corporate power and authority to own or lease its incorporation (or other formation)properties and to carry on its business as currently conducted.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Stanhome Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Burns Philp & Co LTD)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hartmarx Corp/De)

Organization of Buyer. Buyer is a corporation (or other entity) duly organizedcorporation, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 1 contract

Samples: Asset Purchase Agreement and Plan of Reorganization (Orthologic Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation, and has all requisite power and authority to conduct its business as it is presently being conducted and to own and lease its properties and assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aqua Care Systems Inc /De/)

Organization of Buyer. Buyer is a corporation (or other entity) corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hecla Mining Co/De/)

Organization of Buyer. Buyer is a corporation (limited liability company or other entity) , if applicable, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (organization or other formation), if applicable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Quality Distribution Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 1 contract

Samples: Share Purchase Agreement (Trintech Group PLC)

Organization of Buyer. Buyer is a corporation (or other entity) ), duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation), and has full power and authority (corporate, limited liability company, or otherwise) to carry on the business in which it is engaged and to own, lease and/or use the properties owned, leased and/or used by it.

Appears in 1 contract

Samples: Purchase Agreement (Dollar Financial Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction of organization. Buyer has all requisite entity power and authority to own, lease and operate its incorporation (or other formation)properties and carry on its business as now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Stewart Information Services Corp)

Organization of Buyer. Buyer is a corporation (or other entity) corporation, duly organizedformed, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 1 contract

Samples: Stock Purchase Agreement (NationsHealth, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction Commonwealth of its incorporation (or other formation)Massachusetts.

Appears in 1 contract

Samples: Product Line Purchase Agreement (Clearone Communications Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction state of its incorporation (or other formation)______________.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority, as the case may be, (i) to conduct its business as conducted at the date hereof and as proposed to be conducted, (ii) to own, use, license and lease its assets and properties and to acquire and own the Shares and (iii) to execute and deliver this Agreement and the Related Agreements to which Buyer is or other formation)may become a party, and to perform its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Salary. Com, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement

Organization of Buyer. Buyer is a corporation (or other entity) an entity duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Amen Properties Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organizedincorporated, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 1 contract

Samples: Asset Purchase Agreement (Labone Inc/)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, --------------------- validly existing, existing and in good standing under the laws of the jurisdiction State of New York. Buyer has the corporate power and corporate authority to own or lease and operate its incorporation (or other formation)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: Stock Purchase Agreement (McGraw-Hill Companies Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation (with requisite corporate power and authority to enter into and perform this Agreement, to own, lease and operate its properties and to carry on its business as now being conducted therein, and is duly qualified to do business as a foreign corporation in each jurisdiction in which the failure to be so qualified would prohibit or other formation)materially and adversely restrict or delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Select Medical Corp)

Organization of Buyer. Buyer is a corporation (or other entity) corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dynegy Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority, as the case may be, (i) to conduct its business as now conducted and as currently proposed to be conducted, (ii) to own, use, license and lease its assets and properties and to acquire and own the Shares and (iii) to execute and deliver this Agreement and the Related Agreements to which the Buyer is or other formation)may become a party, and to perform its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Salary. Com, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (and has full corporate or other formation)company power and authority, as the case may be, to conduct its business as now conducted and as currently proposed to be conducted and to own, use, license and lease its assets and properties and to acquire and own the Purchased Interests and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Everbridge, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) company duly organized, validly existing, existing and in good standing under the laws Applicable Law of the jurisdiction of its incorporation (or other formation)England and Wales.

Appears in 1 contract

Samples: Equity Purchase Agreement (Fair Isaac Corp)

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Organization of Buyer. Buyer is a corporation (or other entity) duly organized, --------------------- validly existing, and in good standing under the laws of the jurisdiction of its incorporation (incorporation. Buyer is duly licensed or other formation)qualified to do business as a foreign corporation in every jurisdiction where the failure to be so licensed or qualified would have a material adverse effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Viisage Technology Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation, has the corporate power to own, lease, and operate its property and to carry on its business as now being conducted and as proposed to be conducted. Buyer has made available to counsel for the Company a true and correct copy of the Certificate of Incorporation and By laws of Buyer, each as amended to date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ydi Wireless Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation). There is no pending or, to Buyer’s Knowledge, threatened, Action for the dissolution, liquidation, or insolvency of Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wendys International Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws Applicable Laws of the jurisdiction of its incorporation (or other formation)Illinois.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Stationers Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)and is qualified to do business as a foreign corporation in the State of Illinois.

Appears in 1 contract

Samples: Asset Purchase Agreement (Transtechnology Corp)

Organization of Buyer. The Buyer is a corporation (or other entity) duly organized, organized and validly existing, and existing in good standing under the laws of the its jurisdiction of its incorporation (or other formation)organization.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Qad Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other incorporation. Parent is a limited partnership duly formed, validly subsisting and in good standing under the laws of the jurisdiction of its formation).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart Choice Automotive Group Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation)India.

Appears in 1 contract

Samples: Stock Purchase Agreement (Caraco Pharmaceutical Laboratories LTD)

Organization of Buyer. Buyer is a corporation (or other entity) company duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nexeon Medsystems Inc)

Organization of Buyer. Buyer is a corporation (or other entity) limited liability company duly organizedformed, validly existing, existing and in good standing under the laws of the jurisdiction Jurisdiction of its incorporation (formation. All of Buyer's equity interests are owned, directly or other formation)indirectly, by Parent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Diplomat Corp)

Organization of Buyer. Buyer is a corporation (corporation, limited stock entity, or other entity) entity duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation). Buyer is duly authorized to conduct the business it is presently conducting, and is in good standing, under the laws of each jurisdiction where the failure to qualify would have a material adverse effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Firstwave Technologies Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority, as the case may be, (i) to conduct its business as now conducted and as currently proposed to be conducted, (ii) to own, use, license and lease its assets and properties and to acquire and own the Membership Interests and (iii) to execute and deliver this Agreement and the Related Agreements to which the Buyer is or other formation)may become a party, and to perform its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Salary. Com, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction state of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (RMR Industrials, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alj Regional Holdings Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation. Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the lack of such qualification could not reasonably be expected to have a Material Adverse Effect. Buyer has full corporate power and authority to carry on the business in which it is engaged and to own and use the properties owned and used by it.

Appears in 1 contract

Samples: Stock Purchase Agreement (Caneum Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporation (or other formation)United Kingdom.

Appears in 1 contract

Samples: Stock Purchase Agreement (LZG International, Inc.)

Organization of Buyer. Buyer is duly organized and validly existing as a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation organization. Buyer has full corporate power and authority to (or other formation)a) conduct its business as it is presently being conducted, (b) own and lease its assets and properties and (c) consummate the transactions contemplated under this Agreement and any of the Related Documents to which Buyer is a party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Epicor Software Corp)

Organization of Buyer. Buyer is a corporation (or other entity) an entity duly organized, validly existing, --------------------- existing and in good standing under the laws of the jurisdiction of its incorporation (jurisdiction. Buyer has full corporate power and authority to own or other formation)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 (Zhone Technologies Inc)

Organization of Buyer. The Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporation (or other formation)incorporation, with full corporate power to execute and deliver this Agreement and the Transaction Documents to which it is a party, and to carry out the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ambit Biosciences Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chiquita Brands International Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)organization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nautilus, Inc.)

Organization of Buyer. 5.4. (a). The Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of its State incorporation and has the jurisdiction of its incorporation (or other formation)corporate power and authority to carry on business as presently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Diabetex International Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (with full power and authority to own or other formation)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 1 contract

Samples: Asset Purchase Agreement (Barr Pharmaceuticals Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws Law of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Lancaster Colony Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)and has full power and authority to carry on its current business and to own, use and sell its assets and properties.

Appears in 1 contract

Samples: Asset Purchase Agreement (Findex Com Inc)

Organization of Buyer. The Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Moneygram Payment Systems Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction state of its incorporation (formation or other formation)incorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (ARC Group Worldwide, Inc.)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of its state of incorporation. Buyer has full corporate power to carry on its business as it is now being conducted and to own, operate and hold under lease its assets and properties as, and in the jurisdiction of its incorporation (places where, such properties and assets now are owned, operated or other formation)held.

Appears in 1 contract

Samples: Asset Purchase Agreement (Novitron International Inc)

Organization of Buyer. Buyer is a corporation (or other entity) an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (organization. Buyer has the requisite entity power and authority necessary to own or other formation)lease its properties and to carry on its businesses as currently conducted.

Appears in 1 contract

Samples: Agreement (Westech Capital Corp)

Organization of Buyer. Buyer is a corporation (or other entity) ------------------------ duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).. (ii)

Appears in 1 contract

Samples: Stock Exchange Agreement (Sequiam Corp)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation)and has full power and authority to own its properties and to carry on its business as now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (MSX International Business Services Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction state of its incorporation (or other formation)Washington.

Appears in 1 contract

Samples: Dairy Asset Purchase Agreement

Organization of Buyer. Buyer It is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of state in which it was organized and has full corporate power and authority to own or lease and to operate and use its incorporation (or other formation)properties and assets and to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Fountain Powerboat Industries Inc)

Organization of Buyer. Buyer is a corporation (or other entity) duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation (or other formation)with the requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Remec Inc)

Organization of Buyer. Buyer is a corporation limited liability company (or other entity) duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation (or other formation).

Appears in 1 contract

Samples: Asset Purchase Agreement (Hub Group Inc)

Organization of Buyer. The Buyer is a corporation (or other entity) duly organized, validly existingexisting corporation, and is in good standing under the laws Laws of the jurisdiction state of its incorporation (or other formation)incorporation.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perma Fix Environmental Services Inc)

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