Common use of Organization Clause in Contracts

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 118 contracts

Samples: Common Stock Purchase Agreement (Bacterin International Holdings, Inc.), Common Stock Purchase Agreement (Atossa Genetics Inc), Common Stock Purchase Agreement (Athersys, Inc / New)

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Organization. The Such Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational corporate or partnership power and authority to own its properties enter into and to consummate the transactions contemplated by the applicable Transaction Documents (as defined below) and otherwise to carry on out its business as now being conductedobligations thereunder.

Appears in 10 contracts

Samples: Securities Purchase Agreement (House of Taylor Jewelry, Inc.), Subscription Agreement (Orion Ethanol, Inc), Securities Purchase Agreement (Cash Systems Inc)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, and of its organization. Buyer has the requisite organizational all necessary corporate power and authority to own and operate its properties properties, to lease the property it operates under lease and to carry on conduct its business as now being conductedbusiness.

Appears in 8 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement (Mercuria Asset Holdings (Hong Kong) LTD)

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organizedState of New York, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (Lm Funding America, Inc.), Unit Purchase Agreement (Net Element, Inc.), Common Stock Purchase Agreement (Net Element, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization. Buyer possesses the jurisdiction in which it is organized, and has the requisite organizational full limited liability company power and authority to own enter into and perform its properties obligations under this Agreement and to carry on its business as now being conductedconsummate the transactions contemplated hereby.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Synalloy Corp), Asset Purchase Agreement (Synalloy Corp), Asset Purchase Agreement (Synalloy Corp)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized, of organization and has the requisite organizational limited liability company power and authority to own its own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted.

Appears in 4 contracts

Samples: Intellectual Property Purchase Agreement (dELiAs, Inc.), Intellectual Property Purchase Agreement (FBEC Worldwide Inc.), Intellectual Property Purchase Agreement (Clone Algo Inc.)

Organization. The Buyer is a corporation, limited liability company or limited partnership duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and its jurisdiction. The Buyer has the all requisite organizational power and authority to own its properties execute, deliver and to carry on its business as now being conductedout the terms of this Agreement and the consummation of the transactions contemplated herein.

Appears in 4 contracts

Samples: Purchase Agreement (Encompass Group Affiliates, Inc), Purchase Agreement (Act-De LLC), Purchase Agreement (Act-De LLC)

Organization. The Buyer is a limited liability company legal entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, of its organization and has the requisite organizational power and authority to own or lease and to operate all of its properties and assets and to carry on its business as it is now being conducted and as presently proposed to be conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Rouge Industries Inc), Asset Purchase Agreement (Rouge Industries Inc), Asset Purchase Agreement (Rouge Industries Inc)

Organization. The Buyer is a corporation or limited liability company, duly incorporated or organized, validly existing and in good standing in the jurisdiction of its incorporation or organization. Buyer has the requisite corporate or limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties execute, deliver and carry out the terms of this Agreement and to carry on its business as now being conductedconsummate the transactions contemplated hereby and thereby.

Appears in 3 contracts

Samples: Agreement (Petra Acquisition Inc.), Agreement (Petra Acquisition Inc.), Agreement (Petra Acquisition Inc.)

Organization. The Buyer is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction in which it is organized, Commonwealth of Virginia and has the requisite organizational full legal power and authority to conduct its business as it is now being conducted and to own its properties and to carry on its business as now being conductedassets.

Appears in 3 contracts

Samples: Assets Purchase Agreement (Brill Media Co LLC), Assets Purchase Agreement (Brill Media Co LLC), Assets Purchase Agreement (Brill Media Co LLC)

Organization. The Such Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational corporate, limited liability company or partnership power and authority to own its properties enter into and to consummate the transactions contemplated by this Agreement and the other applicable Transaction Documents and otherwise to carry on out its business as now being conductedobligations hereunder and thereunder.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase and Exchange Agreement (Aeolus Pharmaceuticals, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, and of its organization. Buyer has the requisite organizational all necessary limited liability company power and authority to own and operate its properties properties, to lease the property it operates under lease and to carry on conduct its business as now being conductedbusiness.

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Fast Radius, Inc.), Asset Purchase Agreement

Organization. The Buyer is a duly organized limited liability company duly organized and validly existing in good standing under the laws of the state of its jurisdiction in which it is organized, and has the all requisite organizational power and authority to own own, lease and operate its properties and to carry on its business as now being currently conducted.

Appears in 3 contracts

Samples: Loan Purchase Agreement (First Bancorp /Nc/), Residential Loan Purchase Agreement (Cascade Bancorp), Commercial Loan Purchase Agreement (Cascade Bancorp)

Organization. The Such Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational corporate or partnership power and authority to own its properties enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry on out its business as now being conductedobligations thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Kentucky USA Energy, Inc.), Securities Purchase Agreement (Catuity Inc)

Organization. The Buyer is a limited liability company corporation, duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Pathfinder Acquisition Corp), Stock Purchase Agreement (Fox Factory Holding Corp)

Organization. The (a) Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereunder.

Appears in 2 contracts

Samples: Equity Purchase and Merger Agreement (Refco Information Services, LLC), Equity Purchase and Merger Agreement (Refco Inc.)

Organization. The Buyer is a limited liability company partnership duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own state of its properties and to carry on its business as now being conductedincorporation.

Appears in 2 contracts

Samples: Master Purchase and Sale Agreement (Perkinelmer Inc), Master Purchase and Sale Agreement (Perkinelmer Inc)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized, of organization and has the requisite organizational limited liability company power and authority to own its own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement

Organization. The Buyer is a limited liability company legal entity duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, and of its incorporation or organization. Buyer has the requisite organizational power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to consummate the Sale.

Appears in 2 contracts

Samples: Purchase Agreement (MGM Resorts International), Purchase Agreement (MGM Resorts International)

Organization. The Such Buyer is a limited liability company an entity duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organizedformed, and has the requisite organizational power and authority to own enter into and perform its properties obligations under this Agreement and the other Transaction Documents to which it is a party and otherwise to carry on out its business as now being conductedobligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (SouthPeak Interactive CORP), Securities Purchase Agreement (SouthPeak Interactive CORP)

Organization. The Buyer is a limited liability company duly organized and formed, validly existing and in good standing under the laws of the jurisdiction in which it is organizedState of New York, and has the all requisite organizational limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and to execute, deliver and perform this Agreement to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mitchell's East LLC), Stock Purchase Agreement (Scores Holding Co Inc)

Organization. The Buyer is a limited liability company Limited Liability Company duly organized and organized, validly existing in good standing under the laws of the jurisdiction in which it is organized, State of New York and has the all requisite organizational power and authority to own its properties and to carry on its conduct the business as now being conductedin which it is presently engaged.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.), Membership Interest Purchase Agreement (National Waste Management Holdings, Inc.)

Organization. The Such Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational corporate, limited liability company or partnership power and authority to own its properties enter into and to consummate the transactions contemplated by this Agreement and the other applicable Transaction Documents (as defined below) and otherwise to carry on out its business as now being conductedobligations hereunder and thereunder.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.), Securities Purchase Agreement (Aeolus Pharmaceuticals, Inc.)

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.. 

Appears in 2 contracts

Samples: Securities Purchase Agreement (Parkervision Inc), Common Stock Purchase Agreement (Veru Inc.)

Organization. The Buyer is a limited liability company corporation, duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby. Buyer has delivered to Seller copies of its respective Governing Documents in effect as of the date of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Global Partners Lp), Stock Purchase Agreement

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and of its organization. Buyer has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted.

Appears in 2 contracts

Samples: Agreement (LCC International Inc), Agreement (Wireless Facilities Inc)

Organization. The If such Buyer is a limited liability company company, it is duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational entity power and authority to own its properties and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Market Central Inc), Stock Purchase Agreement (Goldstein William A)

Organization. The Buyer is a limited liability company duly organized and validly existing [corporation/limited liability company] in good standing under the laws of the jurisdiction in which it is organizedstate of [_____], and has the requisite organizational power and authority to own own, lease, and operate its assets and properties and to carry on conduct its business as now being conducted. The Buyer is licensed and qualified to do business as a foreign [corporation/limited liability company] and is in good standing in each jurisdiction where the operation of its business or the ownership of its properties requires such license or qualification.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Membership Interest Purchase Agreement

Organization. The Such Buyer is a limited liability company an entity duly organized and organized, validly existing and (if a good standing concept exists in such jurisdiction) in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational power and authority to own consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise carry out its properties and to carry on its business as now being conductedobligations thereunder.

Appears in 1 contract

Samples: Note Purchase Agreement (NantHealth, Inc.)

Organization. The Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational corporate or partnership power and authority to own its properties enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry on out its business as now being conductedobligations thereunder.

Appears in 1 contract

Samples: Subscription Agreement (Southern Ute Indian Tribe)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Legal Requirements of the jurisdiction of its organization. The Buyer has made available to the Company a true, complete and correct copy of each of the Buyer’s Organizational Documents, each as in which it is organized, and has effect on the requisite organizational power and authority to own its properties and to carry on its business as now being conducteddate hereof.

Appears in 1 contract

Samples: Securities Purchase Agreement (Colliers International Group Inc.)

Organization. The Buyer is a limited liability company duly and validly organized and validly existing and in good standing current status under the laws of the jurisdiction in which it is organized, State of New York and has full corporate power to consummate the requisite organizational power transactions contemplated in and authority pursuant to own its properties and to carry on its business as now being conductedthis Agreement.

Appears in 1 contract

Samples: Trademark Purchase Agreement (Aris Industries Inc)

Organization. The Buyer is a newly-formed limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its incorporation and has the requisite organizational limited liability company power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (BitNile Holdings, Inc.)

Organization. The Buyer is a limited liability company partnership, duly organized organized, validly existing, and validly existing in good standing under the laws of the state of its incorporation, and is qualified and authorized to transact business in, and is in good standing under the laws of, each jurisdiction in which it any Mortgaged Property is organized, and located or is otherwise exempt under applicable law from such qualification. Buyer has the requisite organizational power and authority to own and operate its properties and properties, to carry on its business as it is now being conducted, and to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Mortgage Loan Purchase and Warranties Agreement (Gs Mortgage Sec Corp Mortgage Pass THR Certs Ser 2003-Sea)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and state of its organization. Buyer has the all requisite organizational limited liability company power and authority to own own, lease and operate its properties and assets and to carry on out its business as and where now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Champion Enterprises Inc)

Organization. The Buyer is a limited liability company [●] duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement

Organization. The Such Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational power and authority to own its properties enter into and to consummate the transactions contemplated by the applicable Transaction Documents (as defined below) and otherwise to carry on out its business as now being conductedobligations thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bravo Foods International Corp)

Organization. The If Buyer is a limited liability company company, corporation or partnership it is duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and its state of organization. The Buyer has the all requisite organizational power and authority to own its properties execute, deliver and to carry on its business as now being conductedout the terms of this Agreement and the consummation of the transactions contemplated herein.

Appears in 1 contract

Samples: Investment Agreement (Advanced Communications Technologies Inc)

Organization. The Buyer is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction in which it is organizedof its formation, and has the all requisite organizational power and authority to own or lease its properties and assets as now owned or leased and to carry on its business as and where now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Emtec Inc/Nj)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the its jurisdiction in which it is organized, of formation and has the all requisite organizational power and authority to own and operate its properties and assets, and to carry on its business as now being conducted(if any) conducted in the ordinary course.

Appears in 1 contract

Samples: Share Sale and Purchase Agreement (Acorn International, Inc.)

Organization. The Buyer is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction in which it is organizedof its formation, and has the all requisite organizational limited liability company power and authority to own its properties execute, deliver, and perform this Agreement, the Related Documents to which Buyer is a party and to carry on its business as now being conductedconsummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Select Medical Corp)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conductedCommonwealth of Massachusetts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ambassadors Group Inc)

Organization. The Buyer is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the Contemplated Transaction.

Appears in 1 contract

Samples: LLC Membership Interest Purchase Agreement (Zomedica Corp.)

Organization. The Buyer is a limited liability company business entity duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction in which it is organized, and of its organization. The Buyer has the all requisite organizational power and authority to own own, lease, and operate its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Share Purchase Agreement (Esco Inc)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, and has of its formation with the requisite organizational full power and authority to own conduct its properties business and to carry on own and lease its business as now being conductedproperties.

Appears in 1 contract

Samples: Asset Purchase Agreement (SPIRE Corp)

Organization. The Buyer is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws of the jurisdiction in which it is was organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jamba, Inc.)

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now not being conducted.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Transwitch Corp /De)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organizedof organization, and has the requisite organizational power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nucor Corp)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing full force and effect under the laws of the jurisdiction in which it is organized, and State of Utah. Buyer has the requisite organizational full power and authority to execute, deliver and perform this Agreement, and to own all of its properties property and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (NewAge, Inc.)

Organization. The Buyer is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organizedof organization, and has the requisite organizational corporate or equivalent power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Transaction Agreement (Hd Supply, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organizedof organization, and has the requisite organizational limited liability company power and authority to own own, lease and operate its properties and assets and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Partnership Purchase Agreement (Media General Inc)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement

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Organization. The Buyer is a limited liability company corporation duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its incorporation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not be reasonably expected to prevent or materially delay the consummation of the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Wca Waste Corp)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it state of its organization and is organizedduly authorized, qualified and has the requisite organizational power and authority to own its properties and licensed under all Applicable Laws to carry on its business as now being the Business in the places and in the manner in which the Business are presently conducted, except for where the failure to be so authorized, qualified and licensed would not have a material adverse effect on the Business.

Appears in 1 contract

Samples: Asset Purchase Agreement (Waste Services, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, of its organization and has the requisite organizational all necessary corporate power and authority to own own, lease and operate its properties property and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Solutia Inc)

Organization. The Buyer is a limited liability company corporation, duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scholastic Corp)

Organization. The Buyer is a limited liability company duly organized partnership lawfully existing and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational its state of its formation with full power and authority to own or lease its properties and to carry on conduct its business as now being conductedin the manner and in the places where such properties are owned or leased or such business is conducted by it.

Appears in 1 contract

Samples: Document Asset Purchase Agreement (Usa Broadband Inc)

Organization. The Buyer (a) is a limited liability company duly organized and formed, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organizedof organization, and (b) has all the requisite organizational limited liability company power and authority to own own, lease and operate its properties and to carry on its business as it is now being conducted, and (c) except as would not have a Buyer Material Adverse Effect, is duly qualified to do business and is in good standing in each jurisdiction in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified.

Appears in 1 contract

Samples: Securities Purchase Agreement (Brookdale Senior Living Inc.)

Organization. The Buyer is a limited liability company partnership duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organizedof its organization, and has the all requisite organizational partnership power and authority to own its properties and to carry on its business as it is now being conducted, and to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cra Holdings Inc)

Organization. The Buyer is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the Transaction.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Tower Corp /Ma/)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, State of Hawaii and has the requisite organizational corporate power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Debt Restructuring Agreement (Castle Group Inc)

Organization. The Such Buyer is a limited liability company an entity duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organizedof its organization, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Comscore, Inc.)

Organization. The Buyer is a limited liability company company, duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, state of its organization and has the all requisite organizational limited liability company power and authority to own own, lease and operate its properties and to carry on its business as is now being conducted. Buyer has heretofore delivered to Seller complete and correct copies of its operating agreement (or other similar governing documents) as currently in effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mdu Resources Group Inc)

Organization. The Buyer is a limited liability company duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is organized, State of Washington and has the requisite all organizational power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conductedconducted except where the failure thereof would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organizedNew York, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Net Element, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own of its properties and to carry on its business as now being conductedincorporation.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement (Integer Holdings Corp)

Organization. The Buyer is a limited liability company duly organized and formed, validly existing and in good standing under the laws of the jurisdiction in which it is organizedof its formation, and has the all requisite organizational power and authority to own or lease its properties and assets as now owned or leased and to carry on its business as and where now being conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Emtec Inc/Nj)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, its state of organization and has all the requisite organizational corporate power and authority to own own, operate or lease its properties and to properties, carry on its business as now being conductedconducted and enter into this Agreement and perform its obligations hereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mercadolibre Inc)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, State of Connecticut and has the all requisite organizational power and authority to own own, lease and operate its properties and to carry on its business as is now being conducted.

Appears in 1 contract

Samples: Deposit Escrow Agreement (Insilco Holding Co)

Organization. The Buyer is a limited liability company corporation, duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Winnebago Industries Inc)

Organization. The If Buyer is a corporation or limited liability company, buyer is duly incorporated or organized, validly existing and in good standing in the jurisdiction of its incorporation or organization; and Buyer has the requisite corporate or limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties execute, deliver and carry out the terms of this Agreement and to carry on its business as now being conductedconsummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Agreement (Petra Acquisition Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Legal Requirements of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own of its properties and to carry on its business as now being conductedorganization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Carlisle Companies Inc)

Organization. The Buyer is a limited liability company duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own of its properties and to carry on its business as now being conductedformation.

Appears in 1 contract

Samples: Purchase Agreement (GMX Resources Inc)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the its jurisdiction in which it is organized, of organization and has the requisite organizational limited liability company or corporate power and authority (as the case may be) to own its own, operate or lease the properties that it purports to own, operate or lease and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Royalty Agreement (Parallax Health Sciences, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own own, lease and operate its properties and to carry on its business as now being conducted., except where the failure to be so existing and in good standing or to have such power and authority would not

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Dow Jones & Co Inc)

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organizedof its formation, and has the all requisite organizational power and authority to own or lease its properties property and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Purchase Agreement (Chrome Energy LLC)

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organizedIllinois, and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Harvard Apparatus Regenerative Technology, Inc.)

Organization. The Buyer is a limited liability company an entity duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has of its organization with the requisite organizational corporate or partnership power and authority to own its properties enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry on out its business as now being conductedobligations thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Natural Nutrition Inc.)

Organization. The Buyer is a limited liability company sociedade anônima, duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted., except where the failure to be so organized, existing and in good standing or to have such power or authority would not prevent or materially delay the consummation of the Transactions by Buyer. Section 5.2

Appears in 1 contract

Samples: Share Purchase Agreement (New Fortress Energy Inc.)

Organization. The Buyer is a limited liability company duly organized and validly existing exiting in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business as now not being conducted.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Comverge, Inc.)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own of its properties and to carry on its business as now being conductedorganization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Houghton Mifflin Harcourt Co)

Organization. The Buyer is a limited liability company duly organized and organized, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, State of New York and has the requisite organizational power and authority to own enter into and carry out its properties obligations under this Agreement and to carry on its business as now being conductedthe other Documents.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Van Der Moolen Holding Nv)

Organization. The Buyer is a duly organized limited liability company duly organized and validly existing in good standing under the laws of the state of its jurisdiction in which it is organized, and has the all requisite organizational power and authority to own own, lease and operate its properties and to carry on its business as now being conductedbusiness.

Appears in 1 contract

Samples: Asset Purchase Agreement (First South Bancorp Inc /Va/)

Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized, organized and has the requisite organizational power and authority to own its properties and to carry on its business as now being conducted.

Appears in 1 contract

Samples: Ordinary Share Purchase Agreement (Vascular Biogenics Ltd.)

Organization. The Buyer is a limited liability company company, duly organized and formed, validly existing and in good standing under the laws Laws of the jurisdiction in which it is organized, of its formation and has the all requisite organizational power and authority to own its properties and to carry on its business businesses as now being conducted, except where the failure to have such power or authority would not prevent or materially delay the consummation of the transactions contemplated hereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Exela Technologies, Inc.)

Organization. The Buyer is a a private company with limited liability company (besloten vennootschap met beperkte aansprakelijkheid) duly organized and organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, Netherlands and has the requisite organizational all necessary corporate power and authority to own own, lease and operate its properties and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Verizon Communications Inc)

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