Common use of Organization of Seller Clause in Contracts

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

Appears in 5 contracts

Samples: Asset Purchase Agreement (Emerge Interactive Inc), Asset Purchase Agreement (Emerge Interactive Inc), Acquisition Agreement (Crested Corp)

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

Appears in 4 contracts

Samples: Equity Purchase Agreement (Brunswick Corp), Stock Purchase Agreement (Primark Corp), Asset Purchase and Sale Agreement (United States Exploration Inc)

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

Appears in 4 contracts

Samples: Asset Purchase Agreement (Mdi, Inc.), Purchase and Sale Agreement, Asset Purchase Agreement (Atrinsic, Inc.)

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

Appears in 3 contracts

Samples: Asset Purchase Agreement (Large Scale Biology Corp), Stock Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (JTS Corp)

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

Appears in 3 contracts

Samples: Stock Purchase Agreement (RxElite, Inc.), Stock Purchase Agreement (Western Union CO), Stock Purchase Agreement (Aci Worldwide, Inc.)

Organization of Seller. The (a) Seller is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite 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: Membership Interest Purchase Agreement (Penn National Gaming Inc), Membership Interest Purchase Agreement (Boyd Gaming Corp)

Organization of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and has the requisite corporate authority to carry on its business as now being conducted and to own and use the properties and assets owned and used by it.

Appears in 2 contracts

Samples: Purchase Agreement (Avangrid, Inc.), Purchase Agreement (Avangrid, Inc.)

Organization of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and Subsidiary is a corporation duly organized, validly existing, and in good standing under the laws of the State of Oregon.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Registration Rights Agreement (Western Power & Equipment Corp)

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

Appears in 2 contracts

Samples: Share Sale Agreement (Atlas Financial Holdings, Inc.), Share Sale Agreement (Kingsway Financial Services Inc)

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

Appears in 2 contracts

Samples: Stock Purchase Agreement (CSK Auto Corp), Stock Purchase Agreement (Energy Ventures Inc /De/)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State of DelawareDelaware and has all requisite partnership power and authority to own, operate and lease its properties and assets and to carry on its business as now conducted.

Appears in 2 contracts

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

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware with requisite corporate power and authority to own, license, lease and operate the Assets.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Integrated Device Technology Inc), Asset Purchase Agreement (Netlogic Microsystems Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, 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 2 contracts

Samples: Asset Purchase Agreement (Bearcom Group Inc), Asset Purchase Agreement (Wireless International Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing as a corporation under the laws of the State of DelawareDelaware and has full corporate power and authority to conduct the Business as it is presently being conducted and to own and lease its properties and assets. The Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the nature of its business or its ownership of property makes such qualification necessary and where the failure so to qualify would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (P Com Inc), Asset Purchase Agreement (Paradyne Networks Inc)

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

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stericycle Inc), Stock Purchase Agreement (Stericycle Inc)

Organization of Seller. The Seller is a Delaware corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware, and it has full power and authority to conduct its business as it is presently being conducted and to own and sell the Property.

Appears in 1 contract

Samples: Purchase and Sale Agreement (U S Plastic Lumber Corp)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Seller has full corporate power and corporate authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own or otherwise hold the Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (McGraw-Hill Companies Inc)

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

Appears in 1 contract

Samples: Equity Purchase Agreement (Luna Innovations Inc)

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

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Spinnaker Industries Inc)

Organization of Seller. The Seller is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the State of DelawareDelaware and is in good standing under such laws. Seller has the corporate power to own, lease and operate its assets and property and to carry on its business as is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Peregrine Systems Inc)

Organization of Seller. The Seller is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the State of DelawareDelaware with all necessary power and authority to conduct the Business as it is presently being conducted and to own and lease its properties and assets.

Appears in 1 contract

Samples: Limited Liability Company Unit Purchase Agreement (Centex Construction Products Inc)

Organization of Seller. The Seller is a corporation corporation, duly organized, validly existing, and in good standing under the laws of the State of Delaware.. (2)

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Lynch Corp)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Pre Paid Legal Services Inc)

Organization of Seller. The Seller is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware.

Appears in 1 contract

Samples: Asset Purchase Agreement (Verso Technologies Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Seller has full corporate power and authority to execute and deliver this Agreement and the Operative Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including, without limitation, to sell and transfer the AGII Shares pursuant to this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (International Realty Group Inc)

Organization of Seller. The Seller 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 carry on its business as it is presently being conducted. Furthermore, the Seller has authority to enter into this Agreement, and to carry out and perform the terms and provisions of this Agreement. Seller has no subsidiaries and has no direct or indirect interest (other than as a creditor under accounts receivable), either by way of stock ownership or otherwise, in any other firm, corporation, association, or business enterprise.

Appears in 1 contract

Samples: Agreement for Purchase and Sale (Celebrity Entertainment Group Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Aksys LTD)

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

Appears in 1 contract

Samples: Unit Purchase Agreement (Health Insurance Innovations, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Pinnacle Systems Inc)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Peregrine Systems Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Seller has delivered to Buyer complete and correct copies of the certificate of incorporation and by-laws of Seller, as currently in effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edwards Lifesciences Corp)

Organization of Seller. The Seller is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to perform its obligations under this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (Telanetix,Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrated Security Systems Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware., and has the full corporate power and authority to enter into this Agreement and the other agreements and instruments referred

Appears in 1 contract

Samples: Stock Purchase Agreement (Bisys Group Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. If any Stockholder is a trust, such Stockholder is duly formed and validly existing under the laws of the jurisdiction of its formation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Metal Management Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, 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 Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of DelawareDelaware and has full corporate power and authority to carry on the Business as it is now being conducted and to own all of the Assets. Seller is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of the Business or the ownership of the Assets requires such qualification.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pillowtex Corp)

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

Appears in 1 contract

Samples: Share Purchase Agreement (GMM Capital LLC)

Organization of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State state of Delaware.. 10

Appears in 1 contract

Samples: Purchase and Sale Agreement (LNR Property Corp)

Organization of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the State of Delawarerequisite corporate power and corporate authority to enter into this Agreement and to perform its obligations under this Agreement. The Seller is duly licensed, qualified, or admitted to do business and is in good standing in all jurisdictions in which it is required to be so qualified, licensed or admitted to do business by the laws thereof.

Appears in 1 contract

Samples: Stock Acquisition Agreement (Zenith National Insurance Corp)

Organization of Seller. The Seller is a corporation duly organized, ---------------------- validly existing, existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to own the Acquired Contracts, to conduct the Business as currently conducted by Seller and is duly licensed, permitted or qualified to do business in each jurisdiction listed on Schedule 4.1.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netsolve Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.Delaware and is qualified to do business as a foreign corporation in the States of Illinois and Texas. Seller

Appears in 1 contract

Samples: Asset Purchase Agreement (Transtechnology Corp)

Organization of Seller. The Seller 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 as now conducted and as currently proposed to be conducted and to own, use, license and lease its assets and properties. Seller is in good standing in each jurisdiction in which it is required to be qualified to conduct its business.

Appears in 1 contract

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

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

Appears in 1 contract

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

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware.. Section 5.2

Appears in 1 contract

Samples: Final Draft Stock Purchase Agreement (Middleby Corp)

Organization of Seller. The Seller is duly incorporated and validly existing as a corporation duly organized, validly existing, and in good standing under the laws of the State of DelawareDelaware and has full corporate power to conduct the Mass-Market Cigar Business as it is presently being conducted and to own and lease its properties and assets.

Appears in 1 contract

Samples: Asset Purchase Agreement (General Cigar Holdings Inc)

Organization of Seller. The Seller is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the State state of Delaware. Seller has the corporate power to own its properties and to carry on its business as currently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stratagene Corp)

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