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, with full corporate power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Metalico Inc)

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Organization of Buyer. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, Delaware with full corporate 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 except when the failure of which would not have a Material Adverse Effect. The copies of Buyer's Constituent Documents, which are attached as it is now being conductedSchedule 5.1 hereto, are complete and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contractscorrect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Brooks Automation 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, with full and has all requisite corporate power and authority and has taken all corporate action necessary to conduct its business as execute and deliver this Agreement and (at or prior to the Closing) each Ancillary Agreement to which it is now being conducteda party, to perform its obligations hereunder and thereunder, to own and operate its assets and to own or use consummate the properties transactions contemplated by this Agreement and assets that each Ancillary Agreement to which it purports to own or use, and to perform all its obligations under all contractsis a party.

Appears in 1 contract

Samples: Purchase Agreement (Seabright Insurance Holdings 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, with full corporate power . Buyer is duly qualified to do business as a foreign corporation and authority to is in good standing in each jurisdiction in which such qualification is necessary under the applicable law as a result of the conduct of its business as or the ownership (or leasing) of its properties, except where the failure to be so qualified or in good standing would not have a material adverse effect on Buyer or its ability to perform its obligations hereunder or under any of the Ancillary Agreements to which it is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contractsa party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bekins Co /New/)

Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full corporate and has all requisite power and authority to conduct its business as it is now being conducted, own and to own or use lease the properties and assets that it purports to own or use, currently owns and leases and to perform conduct its activities as such activities are currently conducted. Buyer is qualified to do business and in good standing, in all its obligations under all contractsjurisdictions in which the nature of the business conducted by it makes such qualification necessary.

Appears in 1 contract

Samples: Purchase Agreement (Charter Communications Inc /Mo/)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, --------------------------- validly existing, existing and in good standing under the laws of the State of Delaware, Delaware with full corporate power and authority to conduct its carry on the business as in which it is now being conductedpresently engaged, to own, lease and operate its properties, and to own or use the properties enter into and assets that it purports to own or use, and to perform all its obligations under all contractsthis Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Century Telephone Enterprises 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, with full . Buyer has the corporate power and authority to conduct its business as it is now being conducted, and to own or lease and operate and use the its properties and assets that it purports to own or use, and to perform all carry on its obligations under all contractsbusinesses in the manner currently conducted.

Appears in 1 contract

Samples: Purchase Agreement (Servicemaster Co)

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, Delaware with full requisite corporate power and authority to conduct enter into and perform this Agreement, to own, lease and operate its properties and to carry on its business as it is now being conductedconducted therein, and is duly qualified to own do business as a foreign corporation in each jurisdiction in which the failure to be so qualified would not prohibit or use materially and adversely restrict or delay the properties and assets that it purports to own or use, and to perform all its obligations under all contractsconsummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Select Medical 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, with full . Buyer has the corporate power and corporate authority to conduct own, lease, operate or otherwise hold its properties and assets and to carry on its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contracts.. SECTION 4.2

Appears in 1 contract

Samples: Stock Purchase Agreement (Keebler Foods Co)

Organization of Buyer. Buyer is a corporation corporation, duly organized, --------------------- validly existing, existing and in good standing under the laws of the State of Delaware, with Delaware and has full corporate power and authority to conduct own or lease and to operate and use its properties and assets and to carry on its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Farm Journal 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, Delaware with full corporate power to own or lease its properties and authority to conduct its business as it in the manner and in the places where such properties are owned or leased or such business is now being conducted or proposed to be conducted, and to own . Buyer is not in violation of any of the terms of its charter or use the properties and assets that it purports to own or use, and to perform all its obligations under all contractsby-laws.

Appears in 1 contract

Samples: Asset Purchase Agreement (Webhire 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, Delaware with full corporate all power and authority to conduct its business as it is now presently being conducted, conducted and to own or use the and lease its properties and assets that it purports to own or use, and to perform all its obligations under all contractsassets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Adams Rite Aerospace Inc)

Organization of Buyer. Buyer is duly organized and validly existing as a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware and has full corporate power and authority to conduct carry on its business as it now conducted and is now being conducted, and entitled to own or use the lease its properties and assets that it purports to own carry on its business as now conducted in the places where such properties are now leased, owned or use, and to perform all its obligations under all contractsoperated or such business is now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Med Waste Inc)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware, Delaware Law with full corporate power to own or lease its properties and authority to conduct its business as it in the manner and in the places where such properties are owned or leased or such business is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contractsconducted by it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Primix)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Lois/Usa 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, with full corporate . Buyer has all requisite power and authority under its charter and governance documents and under applicable laws to conduct execute and deliver this Agreement and, if applicable, the Subcontractor Agreement, to carry out its business as it is now being conductedobligations hereunder and thereunder, and to own or use consummate the properties transactions contemplated hereby and assets that it purports to own or use, and to perform all its obligations under all contractsthereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netsolve 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 of Delaware, Delaware with full corporate power and authority to own and lease its properties and conduct its business as it is now presently being conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions in which its right, title and interest in or to own any of the assets held by it, or use the properties and assets that it purports conduct of its business, requires such authorization, qualification or licensing, except where the failure to own or use, and to perform all its obligations under all contractsbe so qualified would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nutrisystem Com 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, with . Buyer has full corporate power to execute and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or usedeliver, and to perform all its obligations under under, this Agreement and any agreement, instrument, certificate or other document necessary to effectuate the transactions contemplated hereby, and such execution, delivery and performance has been duly authorized by all contractsrequisite corporate action by or on behalf of Buyer.

Appears in 1 contract

Samples: Partnership Interest Purchase Agreement (Steinway Musical Instruments 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, with full corporate . Buyer has all requisite power and authority under its charter and governance documents and under applicable laws to conduct execute and deliver this Agreement, the Escrow Agreement and the Management Agreement, to carry out its business as it is now being conductedobligations hereunder and thereunder, and to own or use consummate the properties transactions contemplated hereby and assets that it purports to own or use, and to perform all its obligations under all contractsthereby.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Netsolve 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, with will be qualified to do business in the State of Washington on or before the Closing Date, and has full corporate power and authority to conduct own or lease and to operate and use its properties and assets and to carry on its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contracts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gaylord Entertainment Co)

Organization of Buyer. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with . Buyer is duly authorized to conduct business and is in good standing under the laws of each jurisdiction where such qualification is required. Buyer has full corporate power and authority and all licenses, permits, and authorizations necessary to conduct its business carry on the Business as it currently exist and in which it is now being conducted, proposed to be carried on and to own or and use the properties and assets that it purports to own or use, and to perform all its obligations under all contractsAcquired Assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Phoenix Footwear Group 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, with full corporate . Buyer has all requisite power and authority under its charter and governance documents and under applicable laws to conduct execute and deliver this Agreement and the Escrow Agreement, to carry out its business as it is now being conductedobligations hereunder and thereunder, and to own or use consummate the properties transactions contemplated hereby and assets that it purports to own or use, and to perform all its obligations under all contractsthereby.

Appears in 1 contract

Samples: Asset Acquisition Agreement (Intermedia Communications of Florida Inc)

Organization of Buyer. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware, with full corporate . Buyer has the requisite power and authority to conduct own or lease and operate its business assets as it is now being conductedand where currently owned, operated and leased and to own or use carry on its businesses in the properties and assets manner that it purports they were conducted immediately prior to own or use, and to perform all its obligations under all contractsthe date of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Impax Laboratories 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, Delaware with full corporate power and authority to conduct its business as it is now being conducted, and to own or use the lease its properties and assets that it purports to own conduct business in the manner and in the places where such properties are owned or use, and to perform all its obligations under all contractsleased or such business is conducted by it.

Appears in 1 contract

Samples: Asset Purchase Agreement (Photomatrix Inc/ Ca)

Organization of Buyer. Buyer is a corporation duly organized, validly existing, --- ---------------------- existing and in good standing under the laws of the State of Delaware, Delaware with full corporate power and authority to own, operate or lease its properties and to conduct its business as it in the manner and in the places where such properties are owned or leased or such business is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contractsconducted by it.

Appears in 1 contract

Samples: Purchase Agreement (Brooks Automation 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, Delaware with full corporate power and authority to own, operate or lease its properties and to conduct its business as it in the manner and in the places where such properties are owned or leased or such business is now being conducted, and to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all contractsconducted by it.

Appears in 1 contract

Samples: Purchase Agreement (Brooks Automation Inc)

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