Common use of Organization Clause in Contracts

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 20 contracts

Samples: Stock Purchase Agreement (Geokinetics Inc), Unit Purchase Agreement (Echo Global Logistics, Inc.), Stock Purchase Agreement (Quanta Capital Holdings LTD)

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Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of Republic the Xxxxxxxx Islands and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now conducted.

Appears in 14 contracts

Samples: Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporationorganization.

Appears in 14 contracts

Samples: Purchase Agreement (Specialty Contractors, Inc.), Stock Purchase Agreement, Share Purchase Agreement (Cannabis Science, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation.

Appears in 12 contracts

Samples: Purchase and Sale Agreement (Medicines Co /De), Asset Purchase and Sale Agreement (Openwave Systems Inc), Asset Purchase Agreement (Brooks Automation Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Vringo Inc), Stock Purchase Agreement (Interface Inc), Securities Purchase Agreement (Pinnacle Foods Inc.)

Organization. The Buyer is a corporation corporation, duly organizedincorporated, validly existing, existing and in good standing under the laws of in the jurisdiction of its incorporation. Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

Appears in 7 contracts

Samples: Agreement (Orisun Acquisition Corp.), Stock Purchase Agreement (I-Am CAPITAL ACQUISITION Co), Agreement (Orisun Acquisition Corp.)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationformation.

Appears in 7 contracts

Samples: Purchase Agreement (Rachesky Mark H Md), Agreement for Purchase and Sale (Stone Energy Corp), Warrant Purchase Agreement (Magellan Health Services Inc)

Organization. The Buyer is a corporation legal entity duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of its incorporationorganization.

Appears in 7 contracts

Samples: Stock and Asset Purchase Agreement (McClatchy Co), Stock Purchase Agreement (McClatchy Co), Asset Purchase Agreement (Lee Enterprises, Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (Comprehensive Care Corp), Agreement and Plan of Merger (Hythiam Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of incorporation, and has the corporate power and lawful authority to own, lease and operate its incorporationassets, properties and business and to carry on its business as now being and as heretofore conducted.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Fusion Telecommunications International Inc), Stock Purchase Agreement (Fusion Telecommunications International Inc), Stock Purchase Agreement (Fusion Telecommunications International Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Republic of the Xxxxxxxx Islands and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now conducted.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Eagle Bulk Shipping Inc.), Share Purchase Agreement (DryShips Inc.), Share Purchase Agreement (DryShips Inc.)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation.

Appears in 5 contracts

Samples: Unit Purchase Memorandum of Understanding (Z Capital Partners, L.L.C.), Note Purchase Agreement (THRC Holdings, LP), Unit Purchase (Z Capital Partners, L.L.C.)

Organization. The Buyer is a corporation that is duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation. Buyer possesses the full corporate power and authority to own its incorporationAssets, conduct its business as and where such business is presently conducted, and enter into this Agreement.

Appears in 5 contracts

Samples: Purchase Agreement (Providence Service Corp), Purchase Agreement (Providence Service Corp), Purchase Agreement (Providence Service Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of organization, with full power and authority to conduct its incorporationbusiness and to own and operate its assets and properties as presently conducted and operated.

Appears in 5 contracts

Samples: Asset Purchase Agreement (American Medical Alert Corp), Asset Purchase Agreement (American Medical Alert Corp), Asset Purchase Agreement (American Medical Alert Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationColorado.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Siemann Educational Systems Inc), Purchase and Sale Agreement (Baradero Resources Ltd.), Share Exchange Agreement (Pipeline Technologies Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Student Advantage Inc), Stock Purchase Agreement (Navisite Inc), Stock Purchase and Sale Agreement (Vianet Technologies Inc)

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

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (GBT Technologies Inc.), Stock Purchase Agreement (HOOKIPA Pharma Inc.), Common Stock Purchase Agreement (Skyline Medical Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation with full power and authority to carry on its business and to own or lease and to operate its properties as and in the places where such business is conducted and such properties are owned, leased or operated.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Brownie's Marine Group, Inc), Asset Purchase Agreement (XTX Energy Inc), Asset Purchase Agreement (Brownie's Marine Group, Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 4 contracts

Samples: Master Purchase and Sale Agreement (Perkinelmer Inc), Master Purchase and Sale Agreement (Varex Imaging Corp), Stock Purchase Agreement (Si Technologies Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationstate in which it was incorporated. Buyer has all requisite corporate right, power and authority to purchase the Purchased Assets from Seller pursuant to this Agreement.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Roller Bearing Co of America Inc), Asset Purchase Agreement (Roller Bearing Co of America Inc), Asset Purchase Agreement (Roller Bearing Co of America Inc)

Organization. The Buyer is a corporation duly organizedformed, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 4 contracts

Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationWashington.

Appears in 3 contracts

Samples: Asset Purchase Agreement (SAVVIS, Inc.), Asset Purchase Agreement (Us Concrete Inc), Asset Purchase Agreement (Inventure Foods, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Buyer has the requisite corporate power and authority to own, lease and operate the properties and assets used in connection with its business as currently being conducted or to be acquired pursuant hereto.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (Meredith Corp), Asset Purchase Agreement (New Media Investment Group Inc.)

Organization. (a) The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Acquisition Agreement (Alcoa Inc), Acquisition Agreement (Fairchild Corp), Acquisition Agreement (Fairchild Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Hexcel Corp /De/), Asset Purchase Agreement (Hexcel Corp /De/), Asset Purchase Agreement (Cytec Industries Inc/De/)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite corporate power and authority 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 3 contracts

Samples: Agreement of Purchase and Sale (Applied Cellular Technology Inc), Agreement of Purchase and Sale (Terex Corp), Agreement of Purchase and Sale (Intellesale Com Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationorganization. The Buyer has made available to the Sellers a true, complete and correct copy of the Charter of the Buyer, as in effect on the date hereof.

Appears in 3 contracts

Samples: Purchase Agreement (Nortek Inc), Stock Purchase Agreement, Stock Purchase Agreement (Ply Gem Industries Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperty and assets and to carry on its business as presently conducted. Buyer has delivered or made available to the Company and Seller true and complete copies of its certificate of incorporation (and all amendments thereto) and bylaws (as currently in effect).

Appears in 3 contracts

Samples: Stock Purchase Agreement (Cardinal Health Inc), Stock Purchase Agreement, Stock Purchase Agreement

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporationcorporation, and has the requisite power and authority (corporate and other) to own its properties and to carry on its business as now being conducted.

Appears in 3 contracts

Samples: Software Purchase Agreement (Princeton Review Inc), Asset Purchase and License Agreement (Micrografx Inc), Asset Purchase and License Agreement (Micrografx Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of organization. Buyer has all requisite power and authority to carry on its incorporationbusinesses.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Thor Industries Inc), Stock Purchase Agreement (Thor Industries Inc), Equity Purchase Agreement (Quaint Oak Bancorp Inc)

Organization. (a) The Buyer is a corporation or other entity duly organizedorganized or formed, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or formation, and has all requisite corporate or other organizational power and authority required to own, lease or otherwise hold, use and operate its properties, rights and other assets and to carry on its business as it is now being conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Montage Resources Corp), Agreement and Plan of Merger (Southwestern Energy Co)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationNevis.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Aureus Inc), Stock Purchase Agreement (Sirrus Corp.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation and has all requisite power and authority to carry on its 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 Stock Purchase.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Zomedica Corp.), Stock Purchase Agreement (Zomedica Corp.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation 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

Samples: Asset Purchase Agreement (Pinnacle Energy Corp.), Asset Purchase Agreement (Datalogic International Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of state in which it was organized and the Buyer has all requisite corporate power and authority to enter into this Agreement and to perform its incorporationobligations hereunder. The Buyer has all requisite corporate power and corporate authority to own or lease their respective properties and assets as now owned or leased and to carry on its business as and where now being conducted.

Appears in 2 contracts

Samples: Purchase Agreement (Clearpoint Business Resources, Inc), Purchase Agreement (Clearpoint Business Resources, Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporation.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement (Merrimack Pharmaceuticals Inc), Asset Purchase Agreement (Vertex Pharmaceuticals Inc / Ma)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has the requisite corporate power to carry on its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Friendable, Inc.), Asset Purchase Agreement (American Bio Medica Corp)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Applicable Laws of its incorporationstate of organization.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Delek Logistics Partners, LP)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of organization.

Appears in 2 contracts

Samples: Site Services Agreement (HollyFrontier Corp), Site Services Agreement (Holly Energy Partners Lp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Commonwealth of Massachusetts with all requisite corporate power and authority to own or lease its incorporationproperties and to conduct its business in the manner and in the places where such properties are owned or leased or such business is conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (TUTOR PERINI Corp), Stock Purchase Agreement (Perini Corp)

Organization. The Buyer is a corporation that is duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of its incorporationNew York.

Appears in 2 contracts

Samples: Management Stock Purchase Agreement (Edo Corp), Stock Purchase Agreement (Edo Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of its incorporation.

Appears in 2 contracts

Samples: Asset Purchase Agreement (3com Corp), Asset Purchase Agreement (Utstarcom Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of formation. Buyer is duly qualified to do business in all jurisdictions in which it owns assets or properties or transacts business, including in France. Buyer has the requisite power and authority to own, lease and use its incorporationproperties and to conduct its business as now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.), Asset Purchase Agreement (Amphastar Pharmaceuticals, Inc.)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation. The Buyer has the requisite corporate power and authority to own, lease and operate its incorporationassets and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Westborn Service Center, Inc.), Stock Purchase Agreement (Cooper Tire & Rubber Co)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization, as applicable.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Endonovo Therapeutics, Inc.), Asset Purchase Agreement (Endonovo Therapeutics, Inc.)

Organization. The Buyer is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the jurisdiction of its incorporation.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Credence Systems Corp), Stock Purchase Agreement (Softbank Holdings Inc Et Al)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry out its business as and where now being conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (DJSP Enterprises, Inc.), Stock Purchase Agreement (Homeland Security Capital CORP)

Organization. The Buyer is a corporation duly organized, validly existing, ------------ existing and in good standing under the laws of the its jurisdiction of organization, and has the corporate power and authority to own or lease its incorporationproperties, carry on its business, 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. 4.02.

Appears in 2 contracts

Samples: Stock Purchase Agreement (United States Filter Corp), Stock Purchase Agreement (United States Filter Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and assets and to conduct its business as currently conducted or proposed to be conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Andersen Group Inc), Asset Purchase Agreement (Buckeye Ventures, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporationorganization. The Buyer has the requisite corporate power and authority to own, lease and use the properties and assets that it owns, leases and uses and to conduct its business as presently conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.), Stock Purchase Agreement (MiddleBrook Pharmaceuticals, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the its jurisdiction of incorporation, with full corporate power and authority to conduct its incorporationbusiness as it is now being conducted, to own or use the properties and assets that it owns and uses, and to perform all of its obligations.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Smartserv Online Inc), Stock Purchase Agreement (Smartserv Online Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and it has all corporate authority to enter into, and perform its obligations under, this Agreement and the other agreements to which it is a party pursuant hereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Inprimis Inc), Securities Purchase Agreement (Ener1 Holdings Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationin which it is organized.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (R F Industries LTD), Membership Interest Purchase Agreement (Wireless Telecom Group Inc)

Organization. The Buyer is a corporation an entity duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of organization.

Appears in 2 contracts

Samples: LLC Interest Purchase Agreement (Holly Energy Partners Lp), Asset Purchase Agreement (Holly Energy Partners Lp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of incorporation and has all the corporate power and authority to own, operate or lease its properties, carry on its business as now conducted and enter into this Agreement and perform its obligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mercadolibre Inc), Stock Purchase Agreement (Mercadolibre Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Tiger Oil & Energy, Inc.), Stock Purchase Agreement (Kore Resources Inc.)

Organization. The Buyer is a corporation corporation, duly organizedincorporated, validly existing, existing and in good standing under the laws of in the jurisdiction of its incorporation. The Buyer has the requisite corporate power and authority to execute, deliver and carry out the terms of this Agreement and to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Backstop Agreement (Longevity Acquisition Corp), Voting and Support Agreement (4D Pharma PLC)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction State of Washington. The Buyer has all corporate power necessary to carry on its incorporationbusiness as now being conducted.

Appears in 2 contracts

Samples: Merger Agreement (Charmed Homes Inc.), Stock Purchase Agreement (Iveda Corp)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of state in which it is organized and has all requisite power and authority to: (i) execute this Agreement and the Ancillary Agreements to which it is a party; and (ii) perform its incorporationobligations and consummate the transactions contemplated hereby and thereby.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Rayonier Inc), Estoppel Certificate (Rayonier Inc)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation, and has the corporate power and authority to own, lease and operate its incorporationassets and to carry on its business as now being conducted.

Appears in 2 contracts

Samples: Purchase Agreement (Mativ Holdings, Inc.), Purchase Agreement (TFI International Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction Commonwealth of its incorporationKentucky.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Almost Family Inc), Share Purchase Agreement (Almost Family Inc)

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Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the its jurisdiction of incorporation and has the corporate power to carry on its incorporationbusiness and to own all of its properties and assets.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rockport Healthcare Group Inc)

Organization. The Buyer is a corporation duly organized, validly ------------- existing, and in good standing under the laws of the jurisdiction of its incorporation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Dynamic Media Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation.

Appears in 1 contract

Samples: Purchase Agreement (Knight Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporation.. Section 3.02

Appears in 1 contract

Samples: Asset Purchase Agreement (Concert Pharmaceuticals, Inc.)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, and in good standing under the laws of the jurisdiction 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 any Mortgaged Property is located or is otherwise exempt under applicable law from such qualification. Buyer has the requisite corporate power and authority to own and operate its 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: Continuing Loan Purchase Agreement (Austin Funding Com Corp)

Organization. The Buyer is a corporation duly organized, validly existing, subsisting and in good standing under the laws of its state of incorporation. Buyer has full power and authority (including all licenses, franchises, permits and other governmental authorizations which are legally required) to own or lease its respective properties, and to engage in the jurisdiction of its incorporationbusiness and activities now conducted by Buyer.

Appears in 1 contract

Samples: Share Purchase Agreement (Approved Financial Corp)

Organization. The Buyer is a corporation that is duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of incorporation. The Buyer has the full corporate power and authority to own its incorporationAssets, conduct its business as and where such business is presently conducted, and enter into this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cti Group Holdings Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of organization, and has the corporate power and authority to own or lease its incorporationproperties, carry on its business, 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. Buyer is qualified as a foreign corporation in each jurisdiction where such qualification is required by law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Balanced Care Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. The Buyer is duly qualified to conduct business and is in corporate good standing under the laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect on it.

Appears in 1 contract

Samples: Stock Purchase Agreement (Net2000 Communications Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction state of its incorporation. Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry out its business as and where now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Littelfuse Inc /De)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the its jurisdiction of its incorporationorganization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Imation Corp)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationformation and has all requisite corporate power and authority to carry on its 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: Stock Purchase Agreement (Medassets Inc)

Organization. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporationorganization.

Appears in 1 contract

Samples: Securities Purchase Agreement (Choicepoint Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has all requisite corporate power and authority to carry on its business as now being conducted.

Appears in 1 contract

Samples: Asset Sale Agreement (Steri Oss Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be in good standing or to have such power and authority would not have a material adverse effect on the ability of the Buyer to consummate the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dexter Corp)

Organization. The Buyer is a corporation [ ] duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation or organization.

Appears in 1 contract

Samples: Subscription Agreement (Essential Therapeutics Inc)

Organization. The Buyer is a corporation duly organizedformed, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of its incorporationformation.

Appears in 1 contract

Samples: Purchase and Sale Agreement (NextEra Energy Partners, LP)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation.incorporation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted except where the failure to be so organized, existing and in good standing or to have such power and authority would not have a material adverse effect on Buyer

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Harte Hanks Communications Inc)

Organization. The Buyer is a duly organized and validly existing corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation, and has the power and authority to own, lease and operate its assets and properties and to conduct its business as now being conducted.

Appears in 1 contract

Samples: Lease and Development Agreement (Ameristar Casinos Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the its jurisdiction of formation and has all requisite power and authority to own, lease and operate its incorporationproperties and assets and to carry on its business as presently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Clean Harbors Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own and lease its incorporationproperty and assets and to carry on its business as presently conducted. Buyer has delivered to Seller true and complete copies of its articles or certificate of incorporation (and all amendments thereto) and bylaws (as currently in effect).

Appears in 1 contract

Samples: Stock Purchase Agreement (Nautilus, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationformation. Buyer has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry out its business as and where now being conducted.

Appears in 1 contract

Samples: Purchase Agreement (Simpson Industries Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of its state of incorporation and has all requisite corporate or other power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as now being conducted, except where the failure to be so organized and in good standing or to have such power, authority, and governmental approvals would not prevent the Buyer from consummating, or materially delay or materially impair the ability of the jurisdiction of its incorporationBuyer to consummate, the Transactions.

Appears in 1 contract

Samples: Stock Sale Agreement (Yell Finance Bv)

Organization. The Buyer is a corporation legal entity duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of its incorporationincorporation or organization.

Appears in 1 contract

Samples: Share Purchase Agreement (Blue Ocean Structure Investment Co LTD)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction Laws of its incorporationstate of organization.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (NGL Energy Partners LP)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the ------------ laws of the jurisdiction state of its incorporation. Buyer has the requisite corporate power and authority to own, lease and operate the properties and assets used in connection with its business as currently being conducted or to be acquired pursuant hereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Operating Co)

Organization. The Buyer is a corporation corporation, duly ------------ organized, validly existing, existing and in good standing under the laws of the jurisdiction its state of its incorporation.

Appears in 1 contract

Samples: Asset Sale Agreement (U S Wireless Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of its state of incorporation. The Buyer has full power, authority and capacity to execute and deliver this Agreement and the jurisdiction of Related Agreements to which it is a party and to perform its incorporationobligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Vocera Communications, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has the requisite corporate or other power and authority to carry on its business as conducted and to acquire the Shares to be purchased by it hereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Crossing LTD)

Organization. The Buyer is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the jurisdiction state of its incorporationincorporation and has all requisite corporate power and corporate authority to own its properties and carry on its business as now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bnccorp Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporationincorporation and has all requisite power and authority to carry on its business as now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (DealerTrack Holdings, Inc.)

Organization. The Buyer is a corporation duly organized, validly existingexisting and, and where applicable as a legal concept, in good standing (or equivalent) under the laws of the jurisdiction state of its incorporation.

Appears in 1 contract

Samples: Purchase and Sale Agreement (EverQuote, Inc.)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the jurisdiction of its incorporation. No proceedings have been taken or authorized by the Buyer or, to the best of the Buyer's knowledge, by any other party, with respect to the bankruptcy, insolvency, liquidation, dissolution or winding-up of the Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Shiva Corp)

Organization. The Buyer is a corporation that is duly organized, validly existing, existing and in good standing under the laws Law of the its jurisdiction of incorporation. Buyer possesses the full corporate power and authority to own its incorporationAssets, conduct its business as and where such business is presently conducted, and enter into this Agreement.

Appears in 1 contract

Samples: Asset Acquisition Agreement (GeoPharma, Inc.)

Organization. The Buyer is a corporation duly organizedincorporated, validly existing, ------------------------- existing and in good standing under the laws of the its jurisdiction of incorporation and has the requisite corporate power to carry on its incorporationrespective business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cra Managed Care Inc)

Organization. The Buyer is a corporation duly organized, validly existing, existing ------------ and in good standing under the laws of the jurisdiction state of its incorporation.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Hologic Inc)

Organization. The Buyer is a corporation corporation, duly organized, validly existing, and in good standing under the laws Laws of the jurisdiction of its incorporation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clicknsettle Com Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Spartech Corp)

Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the its jurisdiction of incorporation and has all requisite corporate power and authority to own, lease and operate its incorporationproperties and assets and to carry on its business as it is now being conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Epiq Systems Inc)

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