Common use of Organization and Existence Clause in Contracts

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement.

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required Delaware. Buyer is duly qualified or authorized to carry on its do business as now conductedin each other jurisdiction where the actions to be performed hereunder make such qualification or authorization necessary.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a Delaware corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required is qualified to carry on its transact business as now conductedin the State of Texas.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers requisite power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, -------------------------- organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly -------------------------- incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted. True, correct and complete copies of the certificate of incorporation and bylaws of Buyer as the same are in effect have been delivered to Seller.

Organization and Existence. Buyer is a corporation Delaware limited liability company duly incorporatedorganized, validly legally existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Nevada and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation corporation, duly incorporatedorganized, validly legally existing and in good standing under the laws of the State of Delaware Delaware, and has is qualified to do business and in good standing in each of the states in which Oil and Gas Properties are located where the laws of such state would require a corporation owning the Oil and Gas Properties located in such state to so qualify. Buyer is also qualified to own and operate oil and gas properties with all corporate powers and all material applicable governmental licensesagencies having jurisdiction over the Properties, authorizations, consents and approvals required to carry on its business as now conductedthe extent such qualification is necessary or appropriate or will be necessary or appropriate upon consummation of the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the transactions contemplated hereby. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where in the aggregate the failure to be so qualified is not, and is not reasonably expected to become, material.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Buyer is not in violation of any of the provisions of its charter or bylaws.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the Subject Transactions. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where in the aggregate the failure to be so qualified is not, and is not reasonably expected to become, material.

Organization and Existence. Buyer is a corporation duly incorporated, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement.

Organization and Existence. (a) Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers power and authority, and all material governmental licenses, authorizations, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted and as proposed to be conducted.

Organization and Existence. Buyer is a corporation duly incorporated, organized and validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a Delaware corporation duly incorporatedformed, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or the ownership of its assets requires such qualification or good standing, except where the failure to be so qualified and in good standing would not have a Material Adverse Effect on Buyer.

Organization and Existence. The Buyer is a corporation duly incorporated, duly organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required is qualified to carry on its business as now conducteda foreign corporation under the laws of the State of New York. The Guarantor is a corporation duly incorporated, duly organized and validly existing under the laws of Ontario.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly legally existing and in good standing under the laws of the State of Delaware Delaware. Buyer is duly qualified as a foreign corporation to do business, and has all corporate powers is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be duly qualified is not and all would not be, either individually or in the aggregate, reasonably expected to have a material governmental licenses, authorizations, consents and approvals required to carry adverse effect on its business as now conductedBuyer.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licensesauthority to enter into this Agreement and consummate the transactions contemplated hereby. Buyer has conducted no business and has engaged in no activities, authorizations, consents other than entering into this Agreement and approvals required activities necessary to carry on its business as now conductedthe consummation of the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate requisite powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedorganized, validly legally existing and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers is qualified to do business and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedin good standing in the State of Alabama.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material powers, governmental licenses, authorizations, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws law of the State of Delaware and has all corporate limited liability company powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Newco is a limited liability company validly existing and in good standing as a limited liability company under Delaware law, and has all limited liability company power and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals Permits required to carry on its business as now conducted. The Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. Attached to Schedule 5.01 are true and complete copies of the certificate of incorporation and bylaws of the Buyer each as amended and as currently in effect.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly -------------------------- legally existing and in good standing under the laws of the State of Delaware and has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals power required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporatedformed, validly existing and in good standing under the laws of the State Laws of Delaware and has all corporate powers in each jurisdiction in which the failure to so exist or be in good standing would reasonably be expected to have a material and all material governmental licenses, authorizations, consents and approvals required to carry adverse effect on Buyer’s ability perform its business as now conducted.obligations hereunder. 5B.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement and is authorized to do business in the Commonwealth of Pennsylvania.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power to enter into this Agreement and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware Delaware, has full power and has all corporate powers authority to own, lease and all material governmental licenses, authorizations, consents operate its properties and approvals required assets and to carry on its conduct the business as now being conducted, and is duly qualified or licensed to do business in the State of Colorado.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required Delaware. Buyer is duly qualified to carry on its business as now conductedand is in good standing in the State of Colorado.

Organization and Existence. Buyer is a corporation limited liability company, duly incorporatedorganized, validly existing existing, and in good standing under the laws Laws of the State of Delaware and Delaware. Buyer has all corporate powers requisite power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedbeing conducted and to own, lease, and operate its assets as now owned, leased, or operated.

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedformed, validly existing existing, and in good standing under the laws Laws of the State of Delaware and has all corporate powers requisite power and all material governmental licenses, authorizations, consents authority to own and approvals required operate its property and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation corporation, duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware Delaware, with all necessary corporate power and has all corporate powers authority to own the Purchased Assets and all material governmental licenses, authorizations, consents and approvals required to carry on its the Penta Business. Buyer is in good standing in all jurisdictions in the United States and Canada in which the character or the nature of the business as now conductedcurrently conducted by it requires it to be so qualified or licensed unless the failure to so qualify or be licensed would not reasonably be expected to have a MAE.

Organization and Existence. Buyer is a corporation duly incorporatedformed, validly existing existing, and in good standing under the laws Laws of the State of Delaware and has all requisite corporate powers power and all material governmental licenses, authorizations, consents authority to own and approvals required operate its property and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers power and all material governmental licensesauthority necessary to enable it to own, authorizationslease, consents or otherwise hold its properties and approvals required assets and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers power and all material governmental licenses, authorizations, consents and approvals authority required to carry on its business as now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in the State of Florida.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the transactions contemplated hereby. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where the failure to be so qualified has not been, and may not reasonably be expected to be, material.

Organization and Existence. Buyer is a corporation company duly incorporated, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.. * CONFIDENTIAL TREATMENT REQUESTED

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the transactions contemplated hereby. Buyer is duly qualified to do business and in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. The Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.. Buyer is a subsidiary of DealerTrack Holdings, Inc.