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

Appears in 6 contracts

Sources: Real Estate Purchase and Sale Agreement, Real Estate Purchase and Sale Agreement (Plum Creek Timber Co Inc), Real Estate Purchase and Sale Agreement (Greif Inc)

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

Appears in 4 contracts

Sources: Purchase Agreement (Coca-Cola Consolidated, Inc.), Purchase Agreement (Coca-Cola Consolidated, Inc.), Purchase Agreement (Coca-Cola Consolidated, 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. 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 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. 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 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. 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 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 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, 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 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 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, 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, 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 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, 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, 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. 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, 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 2 contracts

Sources: Asset Purchase Agreement (JOINT Corp), Asset Purchase Agreement (JOINT 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 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 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 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 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 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. 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, 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. 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 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, 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. 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, 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 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 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 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 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, 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 the State of Delaware, and has the corporate power and authority to own or lease its properties, carry on the Business as now conducted, enter into this Agreement and the Other Agreements to which it is or is to become a party and perform its obligations hereunder and thereunder.

Appears in 1 contract

Sources: Option Agreement (Carpenter Technology 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. 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 power to enter into this Agreement and perform its obligations hereunder.

Appears in 1 contract

Sources: Acquisition Agreement (Stephan Co)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Avitar Inc /De/)

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 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, organized and 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 currently conducted and to enter into and perform this Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Alpine 4 Holdings, 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. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to own, lease or otherwise hold the assets owned, held or leased by it.

Appears in 1 contract

Sources: Purchase Agreement (Siebert Financial Corp)

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. The Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware (the "State"), and has all requisite power and authority to lease, own, and operate its properties and carry on the Business and operations and to directly own, lease, and operate its assets. The Seller is duly qualified or licensed to do business as a corporation, and is in good standing in the State and in any other state in which qualification to do business is required.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Tekgraf 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 1 contract

Sources: Asset Purchase Agreement (Inventoy Com 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 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. Seller is in good standing and duly qualified to do business in each other jurisdiction in which the conduct of its business or ownership or leasing of its properties makes such qualification or registration necessary.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Plains Exploration & Production Co)

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. 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 the Business.

Appears in 1 contract

Sources: Asset Purchase Agreement (Instinet Group Inc)

Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Seller is authorized to do business under the Laws of all jurisdictions in which it is required to be so authorized, except as would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Sources: Asset Purchase Agreement (Assertio Therapeutics, 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 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 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. The Seller is a corporation duly organized, validly existing and in good standing under the laws 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 1 contract

Sources: Stock Purchase Agreement (Americredit Corp)

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 own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to be so qualified would have a material adverse effect on its business or properties.

Appears in 1 contract

Sources: Asset Purchase Agreement (Hearme)

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, corporate or otherwise, to carry on and conduct its business as it is now being conducted and to own or lease its properties and assets, and except as set forth in Schedule 2.1, is duly qualified and in good standing in every state of the United States in which the nature of its business requires it to be so qualified.

Appears in 1 contract

Sources: Stock Purchase Agreement (Southern Development & Investment Group 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 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 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. 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 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 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. 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 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 Corporation duly organized, validly existing and in good standing under the laws of Delaware. Seller is in good standing in each jurisdiction where such qualification is required except for any jurisdiction where failure to so qualify would not have a Material Adverse Effect. Seller has all requisite corporate power and authority to own, lease and operate, as applicable, the State of DelawarePurchased Assets and the Business.

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Concordia Healthcare Corp.)

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. Seller is a corporation Delaware corporation, duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has the corporate power and authority to enable it to own, lease or otherwise hold the Transferred Assets owned, leased or held by it, and to conduct the Acquired Businesses as currently conducted by it.

Appears in 1 contract

Sources: Asset Purchase Agreement (Proquest Co)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Material Sciences Corp)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Telenav, Inc.)

Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware and is duly qualified to carry on business and is in good standing in the State of Texas. (b) Guarantor is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

Appears in 1 contract

Sources: Purchase and Sale Agreement (EQM Technologies & Energy, Inc.)

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

Appears in 1 contract

Sources: Asset Purchase Agreement (Mercury Air Group Inc)

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 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 Texas and is not required to be qualified, and is not qualified, to do business in any jurisdiction other than Texas.

Appears in 1 contract

Sources: Stock Purchase Agreement (Sam Houston Race Park LTD)

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

Appears in 1 contract

Sources: Stock Purchase Agreement (Anixter International Inc)

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

Appears in 1 contract

Sources: Warrant Purchase Agreement (TCV Vii Lp)