Common use of Organization and Related Matters Clause in Contracts

Organization and Related Matters. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary authority and corporate power to own its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions where the nature of its business requires licensing or qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Buyer Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Dj Orthopedics Inc), Asset Purchase Agreement (Orthologic Corp)

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Organization and Related Matters. Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary authority and corporate power to own its properties and to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions where the nature of its business requires licensing or qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Ptek Holdings Inc)

Organization and Related Matters. Buyer is a Delaware limited liability company duly organized, validly existing and in good standing under the laws Laws of Delawarethe jurisdiction of its organization. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements. Buyer has all necessary authority and corporate power to own its properties and authority to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions where the nature of its business requires licensing or qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Buyer Material Adverse Effectconducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Volt Information Sciences, Inc.)

Organization and Related Matters. Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority and corporate power to own its properties and assets and to carry on its business as now being conducted and conducted. Buyer is duly presently qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions where the nature of its business requires licensing or qualification, except each jurisdiction where the failure to be so qualified or licensed would not, individually or in the aggregate, result in could reasonably be expected to have a Buyer Material Adverse Effectmaterial adverse effect on Buyer’s business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Raptor Pharmaceuticals Corp.)

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Organization and Related Matters. Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws State of Delaware. Buyer has all necessary authority and corporate power to own its properties and authority necessary to carry on its business as now being conducted and as proposed to be conducted and to own and operate the assets and properties now owned and being operated by it. Buyer is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions where in which the character or the location of the assets owned or leased by it or the nature of its the business conducted by it requires licensing or qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Escrow Agreement (Power One Inc)

Organization and Related Matters. Buyer is a limited liability company corporation duly organized, validly existing and in good standing under the laws State of Delaware. Buyer has all corporate power, Permits and Approvals necessary authority and corporate power to own its properties and assets and to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation in good standing in all jurisdictions where in which the character or the location of the assets owned or leased by it or the nature of its the business conducted by it requires licensing or qualification, except where the failure to be so qualified or licensed would not, individually or in the aggregate, result in a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Power One Inc)

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