Common use of Organization Clause in Contracts

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

Appears in 20 contracts

Sources: Royalty Purchase Agreement (Esperion Therapeutics, Inc.), Royalty Purchase Agreement (Aclaris Therapeutics, Inc.), Asset Purchase Agreement (Veritone, Inc.)

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

Appears in 12 contracts

Sources: LLC Interest Purchase Agreement (Holly Energy Partners Lp), LLC Interest Purchase Agreement (Holly Energy Partners Lp), Transfer Agreement (Holly Energy Partners Lp)

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

Appears in 11 contracts

Sources: Share Purchase Agreement (Brillian Corp), Stock Purchase Agreement (Valuevision Media Inc), Stock Purchase Agreement (Ge Capital Equity Investments Inc)

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

Appears in 7 contracts

Sources: Stock Purchase Agreement (Scilex Holding Co), Stock Purchase Agreement (Sorrento Therapeutics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

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

Appears in 7 contracts

Sources: Stock Purchase Agreement (Standard Biotools Inc.), Stock Purchase Agreement (Illumina, Inc.), Asset Purchase Agreement (Nektar Therapeutics)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware with all necessary corporate power and authority to execute, deliver and perform this Agreement.

Appears in 6 contracts

Sources: Warrant Purchase Agreement (Univision Communications Inc), Warrant Purchase Agreement (Univision Communications Inc), Warrant Purchase Agreement (Univision Communications Inc)

Organization. Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing and qualified to do business as a foreign corporation in any state in which it is doing business.

Appears in 5 contracts

Sources: Agreement for Purchase and Sale of Units (Pacific Ethanol, Inc.), Purchase and Sale Agreement (Pacific Ethanol, Inc.), Purchase and Sale Agreement (Pacific Ethanol, Inc.)

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

Appears in 5 contracts

Sources: Purchase and Sale Agreement (Bank of Montreal /Can/), Purchase and Sale Agreement (E Trade Financial Corp), Asset Acquisition Agreement (Jni Corp)

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

Appears in 4 contracts

Sources: Securities Purchase Agreement (Xerox Corp), Repurchase Agreement (Central Pacific Financial Corp), Repurchase Agreement (Central Pacific Financial Corp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the full and unrestricted corporate power and authority to carry on its business as currently conducted, to enter into this Agreement and to carry out the transactions contemplated hereby.

Appears in 3 contracts

Sources: Stock Purchase Agreement (Regal Cinemas Corp), Stock Purchase Agreement (Regal Cinemas Corp), Stock Purchase Agreement (Regal Cinemas Corp)

Organization. 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

Sources: Equity Purchase Agreement (Amyris, Inc.), Stock Purchase Agreement (Jack in the Box Inc /New/), Stock Purchase Agreement (Atossa Genetics Inc)

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

Appears in 3 contracts

Sources: Asset Purchase Agreement (eCrypt Technologies, Inc.), Stock Purchase and Sale Agreement (Behringer Harvard Reit I Inc), Stock Purchase and Sale Agreement (Behringer Harvard Reit I Inc)

Organization. Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to operate its business and to own, lease, operate and transfer the Purchased Assets.

Appears in 3 contracts

Sources: Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (Syncardia Systems Inc), Asset Purchase Agreement (World Heart Corp)

Organization. Seller is a corporation duly organizedincorporated, 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 properties and assets and to carry on its business as now being conducted.

Appears in 3 contracts

Sources: Purchase Agreement (Basic Energy Services, Inc.), Purchase Agreement (Basic Energy Services, Inc.), Purchase Agreement (Ascribe Capital LLC)

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

Appears in 3 contracts

Sources: Purchase of Insurance Policies (Dignity Partners Inc), Master Agreement for Purchase of Insurance Policies (Dignity Partners Inc), Second Master Agreement for Purchase of Insurance Policies (Dignity Partners Inc)

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

Appears in 3 contracts

Sources: Purchase Agreement (Coca-Cola Consolidated, Inc.), Purchase Agreement (Coca-Cola Consolidated, Inc.), Asset Purchase Agreement (Mitcham Industries Inc)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify shall reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Appears in 3 contracts

Sources: Purchase and Sale Agreement (Galera Therapeutics, Inc.), Purchase and Sale Agreement (Galera Therapeutics, Inc.), Purchase and Sale Agreement

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

Appears in 3 contracts

Sources: Stock Purchase Agreement (Hk Battery Technology Inc), Securities Purchase Agreement (Hk Battery Technology Inc), Securities Purchase Agreement (Apollo Acquisition Corp)

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

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Clearwater Paper Corp), Stock Purchase Agreement (Wright Investors Service Holdings, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has all requisite power and authority, corporate and otherwise, to own its properties and assets and to conduct its business as it is now conducted.

Appears in 2 contracts

Sources: Purchase Agreement (Comdial Corp), Purchase Agreement (Spanlink Communications Inc)

Organization. Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws Laws of the State of Delaware. Seller has all necessary corporate power and authority to own its properties and to carry on the Company Business as now conducted.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Dova Pharmaceuticals, Inc.), Stock Purchase Agreement (Dova Pharmaceuticals, Inc.)

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

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Rosetta Stone Inc), Purchase and Sale Agreement (Rosetta Stone Inc)

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

Appears in 2 contracts

Sources: Asset Purchase Agreement (Cas Medical Systems Inc), Asset Purchase Agreement (Cas Medical Systems Inc)

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

Appears in 2 contracts

Sources: Equity Purchase Agreement, Equity Purchase Agreement (Sandridge Energy Inc)

Organization. The Seller is a corporation corporation, duly organized, validly existing existing, and in good standing under the laws of Delaware, and has all requisite corporate power and authority to carry on its business as now conducted by it and to own and operate its assets as now owned and operated by it. The Seller has delivered to the State Purchaser true and correct copies of Delawarethe Seller’s Articles of Incorporation (the “Organizational Documents”) as currently in effect.

Appears in 2 contracts

Sources: Asset Purchase Agreement (InterCore Energy, Inc.), Asset Purchase Agreement (BnetEFactor, Inc.)

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

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Farmer Brothers Co)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller has all requisite corporate power and authority to own, lease and operate, as applicable, the State of DelawarePurchased Assets and to carry on the Product Line Business as presently conducted.

Appears in 2 contracts

Sources: Purchase Agreement (King Pharmaceuticals Inc), Purchase Agreement (Ligand Pharmaceuticals Inc)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Seller has the requisite power and authority to own the Seller Interest.

Appears in 2 contracts

Sources: Purchase and Sale Agreement, Purchase and Sale Agreement

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is qualified to do business in and is in good standing under the laws of each state in which the Properties are located.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Nuevo Energy Co), Purchase and Sale Agreement (Bellwether Exploration Co)

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

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Meta Group Inc), Asset Purchase Agreement (Jefferson Smurfit Corp /De/)

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

Appears in 2 contracts

Sources: Royalty Purchase Agreement (Xencor Inc), Royalty Purchase Agreement (Xencor Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to own, lease and operate the State of DelawareTransferred Assets and to carry on the Business as it is now being conducted.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Xanser Corp), Asset Purchase Agreement (Flowserve Corp)

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

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Par Petroleum Corp/Co), Purchase and Sale Agreement (Par Petroleum Corp/Co)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller has all requisite corporate power and authority to own, lease and operate the State of DelawarePurchased Assets and to sell the Product.

Appears in 2 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (GTX Inc /De/)

Organization. Seller is a corporation duly organized, incorporated and validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to do business as a foreign corporation and is in good standing in every jurisdiction in which the failure to do so would reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Vivus Inc), Purchase and Sale Agreement (Vivus Inc)

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

Appears in 2 contracts

Sources: Agreement of Purchase and Sale (Endocare Inc), Stock Purchase Agreement (Securities Resolution Advisors Inc)

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

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Civitas Resources, Inc.), Membership Interest Purchase Agreement (Civitas Resources, Inc.)

Organization. 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 conduct its business as it is now being conducted.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Chimerix Inc), Asset Purchase Agreement (Emergent BioSolutions Inc.)

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

Appears in 2 contracts

Sources: Securities Purchase Agreement (MVC Capital, Inc.), Securities Purchase Agreement (Hardy John A.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has corporate power and authority to own, lease, license and operate its business and assets.

Appears in 2 contracts

Sources: Reorganization Agreement (Chicken Kitchen Corp), Acquisition Agreement (Chicken Kitchen Corp)

Organization. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State state of DelawareDelaware with full power and authority to sell the Assets.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Saigene Corp), Asset Purchase Agreement (Epoch Pharmaceuticals Inc)

Organization. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is in good standing and qualified to do business as a foreign corporation in any state in which it is doing business.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Pacific Ethanol, Inc.), Purchase and Sale Agreement (Pacific Ethanol, Inc.)

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

Appears in 2 contracts

Sources: Stock Purchase Agreement (Acorn Factor, Inc.), Stock Purchase Agreement (Renegy Holdings, Inc.)

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

Appears in 2 contracts

Sources: Stock Transfer Agreement (CHS Inc), Stock Transfer Agreement (CHS Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite power and authority to conduct its business in the manner and in the jurisdictions where they are now conducted.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Ubrandit Com), Asset Purchase Agreement (Ubrandit Com)

Organization. Seller is a corporation duly organizedincorporated, validly existing 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 substantially as it is now being conducted.

Appears in 2 contracts

Sources: Exchange Agreement (Cendant Corp), Exchange Agreement (Cendant Corp)

Organization. Seller is a corporation duly organizedincorporated, ------------ validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite power and authority to carry on its business substantially as it is now being conducted.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Unitedglobalcom Inc), Stock Purchase Agreement (Unitedglobalcom Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Seller has the requisite power and authority to own, lease and operate the Conveyed Assets and to conduct the Business as it is now being conducted.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Entremed Inc), Asset Purchase Agreement (Celgene Corp /De/)

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

Sources: Stock Purchase Agreement (HAPC, Inc.), Stock Purchase Agreement (I Flow Corp /De/)

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

Appears in 2 contracts

Sources: Asset Purchase Agreement (Neurmedix, Inc.), Asset Purchase Agreement (Neurmedix, Inc.)

Organization. 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 carry on its business as it is now being conducted and to own and lease all of its properties and assets. Seller is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except where the failure so to qualify would not be material.

Appears in 1 contract

Sources: Asset Purchase Agreement (JPS Textile Group Inc /De/)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to execute and deliver this Agreement and to fulfill and perform the Seller’s obligations hereunder.

Appears in 1 contract

Sources: Stock Repurchase Agreement (Safeguard Scientifics Inc)

Organization. Seller 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 consummate the transactions contemplated hereby.

Appears in 1 contract

Sources: Asset Purchase Agreement (Dura Pharmaceuticals Inc/Ca)

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

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to: (i) own, lease and operate its properties and assets and to carry on its business as now being conducted; (ii) execute this Agreement and all other agreements, instruments and documents to be executed in connection with the consummation of the transactions contemplated by this Agreement (the “Ancillary Agreements”) and (iii) perform its obligations and consummate the transactions contemplated hereby and by the Ancillary Agreements.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Wells Timberland REIT, Inc.)

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

Appears in 1 contract

Sources: Purchase and Sale Agreement (DallasNews Corp)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to conduct its business in the places where such business is now conducted. The Stockholders collectively own all of the authorized and issued capital stock of Seller.

Appears in 1 contract

Sources: Asset Purchase Agreement (Logic Works Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.Delaware and is duly qualified to do business and is in good standing under the laws of all other jurisdictions in which its ownership or use of property for the conduct of the Business requires it to qualify. Seller has all necessary corporate power and authority to own all of its property and assets, to conduct the Business as now being conducted, and to make, execute, deliver, and perform this Agreement and the other documents and instruments contemplated hereby;

Appears in 1 contract

Sources: Asset Purchase Agreement (Miscor Group, Ltd.)

Organization. Seller is a corporation duly organized, and validly organized and existing and in good standing or current status under the laws Laws of the State of DelawareDelaware and has full corporate power to own its assets and to convey the Purchased Assets to Buyer pursuant to this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Robotic Vision Systems Inc)

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

Appears in 1 contract

Sources: Stock Purchase Agreement (Axs One Inc)

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

Appears in 1 contract

Sources: Stock Purchase Agreement (Lamy Robert)

Organization. Seller is a corporation duly organized, ------------ validly existing and in good standing under the laws of Delaware. Seller has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the State of Delawarefailure to be so organized, existing and in good standing or to have such power, authority, and governmental approvals would not have, individually or in the aggregate, a material adverse effect on Seller's ability to consummate the Transactions.

Appears in 1 contract

Sources: Stock Purchase Agreement (McKesson Hboc Inc)

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

Appears in 1 contract

Sources: Stock Purchase Agreement (Great American Management & Investment Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.. Seller has full corporate power and authority,

Appears in 1 contract

Sources: Asset Purchase Agreement (Genomic Solutions Inc)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Perspective Therapeutics, Inc.)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Sources: Stock Repurchase Agreement (Thermo Terratech Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Subsidiary is an exempted company duly organized and validly existing under the laws of Bermuda.

Appears in 1 contract

Sources: Stock Purchase Agreement (Allied World Assurance Co Holdings LTD)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Insightful Corp)

Organization. Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified to carry on its business in the State states of DelawareLouisiana, and Texas, and in the outer continental shelf of the United States.

Appears in 1 contract

Sources: Asset Purchase Agreement (W&t Offshore Inc)

Organization. Seller is a corporation duly organized, validly existing and and, as of the Closing Date, will be in good standing under the laws of the State of Delaware.

Appears in 1 contract

Sources: Asset Purchase Agreement (Aphton CORP)

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

Appears in 1 contract

Sources: Contribution Agreement (HollyFrontier Corp)

Organization. Seller is a corporation duly organizedincorporated, 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 presently conducted. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Catawba Mill Business as currently conducted makes such licensing or qualification necessary.

Appears in 1 contract

Sources: Asset Purchase Agreement (Resolute Forest Products Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Seller and its Affiliates has all requisite corporate power and authority to own, lease and operate the Acquired Assets and to carry on the Business as it is presently conducted.

Appears in 1 contract

Sources: Asset Purchase Agreement (King Pharmaceuticals Inc)

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has delivered to Buyer true, correct and complete copies of the Organizational Documents of Seller, each as amended to date and presently in effect.

Appears in 1 contract

Sources: Purchase and Sale Agreement (KLX Energy Services Holdings, Inc.)

Organization. Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite limited liability company power and authority to own, lease and operate its property and assets and to carry on its business as presently conducted.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Intersections Inc)

Organization. Seller is a corporation validly existing and in good standing under the Laws of the State of Delaware. With respect to each Stockholder that is an entity, such Stockholder is duly organized, validly existing and in good standing under the laws Laws of the State its applicable jurisdiction of Delawareorganization.

Appears in 1 contract

Sources: Equity Purchase Agreement (Insight Enterprises Inc)

Organization. Seller is a corporation duly organized, organized and validly existing and in good standing subsisting under the laws of the State of Delaware, and has full power and authority to conduct its business as it is now being conducted, and to execute, deliver and perform this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (JOINT Corp)

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

Appears in 1 contract

Sources: Stock Purchase Agreement (Plantronics Inc /Ca/)

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

Appears in 1 contract

Sources: Reorganization Agreement (Yahoo Inc)

Organization. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.Delaware and has all requisite corporate power and authority to conduct its business (including the Business) as now conducted by it and to own or use all assets and properties presently owned or used by it. Seller is duly qualified to do business and is in good standing as a foreign corporation in each state and other jurisdiction in which the ownership or use of the Assets, or the nature of the activities conducted by it in connection with the Business, requires such qualification

Appears in 1 contract

Sources: Asset Purchase Agreement (J2 Communications /Ca/)

Organization. The Seller is a corporation 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 in each jurisdiction where the character or location of its assets or properties owned, leased or operated by it or the nature of its activities makes such qualification necessary.

Appears in 1 contract

Sources: Securities Purchase Agreement (Humbl, Inc.)

Organization. The Seller (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; and (b) has the requisite corporate power and authority to own or lease and to operate and use its assets and properties and to carry on its business as currently conducted.

Appears in 1 contract

Sources: Stock Purchase Agreement (First Financial Holdings Inc /De/)

Organization. Seller 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 lease and sublease the Real Property and to sell the Assets. Seller is duly qualified to do business as a foreign corporation and is in good standing in the State of California.

Appears in 1 contract

Sources: Distribution Center Transfer Agreement (Ralphs Grocery Co /De/)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Westower Corp)

Organization. Seller 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 currently conducted. Since the date of its formation, Seller has conducted the Business in accordance, in all material respects, with Seller’s Certificate of Incorporation or By-laws, as currently in effect as of the date hereof.

Appears in 1 contract

Sources: Asset Purchase Agreement (Zalicus Inc.)

Organization. Seller is a corporation Delaware corporation, duly organizedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has the power and authority and all licenses, permits and authorizations necessary to own and operate the Business and the Website as presently being conducted and to sell and convey the Acquired Assets to Purchaser.

Appears in 1 contract

Sources: Asset Purchase Agreement (Pfsweb Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has no active subsidiaries.

Appears in 1 contract

Sources: Asset Purchase Agreement (Roka BioScience, Inc.)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the Delaware, is duly authorized to do business in, and is in good standing in the State of DelawareTexas, and has all requisite corporate power and authority to execute, deliver and perform this Agreement and each agreement and instrument to be executed and delivered by Seller pursuant hereto.

Appears in 1 contract

Sources: Terminal Sale and Purchase Agreement (Sunoco Logistics Partners Lp)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all corporate power and authority to conduct its business as such business is now being conducted.

Appears in 1 contract

Sources: Asset Purchase Agreement (Multi Market Radio Inc)

Organization. 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

Sources: Stock Purchase Agreement (Sutter Holding Co Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite power and authority to conduct its business.

Appears in 1 contract

Sources: Asset Purchase Agreement (Nastech Pharmaceutical Co Inc)

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

Appears in 1 contract

Sources: Stock Purchase Agreement (Rogers Corp)

Organization. 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

Sources: Preferred Stock Purchase Agreement (First Aviation Services Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the power and authority to carry on its business as now being conducted and to own and operate the properties and assets now owned and being operated by Seller. Seller is duly qualified or licensed to do business and is in good standing as a corporation in the jurisdictions in which the Seller is conducting the Business.

Appears in 1 contract

Sources: Asset Purchase Agreement (Isg Resources Inc)

Organization. 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 operate its properties and to carry on its business as it is now being conducted or presently proposed to be conducted.

Appears in 1 contract

Sources: Asset Purchase Agreement (Aerovox Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is in good standing and qualified to conduct business in the states of Texas and Louisiana. The Business is owned and operated directly by Seller.

Appears in 1 contract

Sources: Asset Purchase Agreement (Patterson Energy Inc)

Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State state of DelawareDelaware and has all necessary corporate power and authority to own, lease and/or operate the Transferred Assets and to carry on the Business as it is now being conducted.

Appears in 1 contract

Sources: Asset Purchase Agreement (SCM Microsystems Inc)

Organization. Seller is a corporation Sellers are corporations duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and are qualified to do business under the laws of and in such other jurisdictions as are set forth in Schedule 7.01, are entitled to own or lease the Assets, and have all requisite corporate power and authority to carry on their business as now conducted.

Appears in 1 contract

Sources: Agreement for Sale and Purchase of Assets (Strategic Distribution Inc)

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

Appears in 1 contract

Sources: Donation & Purchase and Sale Agreement

Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has requisite corporate power and authority to conduct its business as it is now being conducted.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cca Industries Inc)