Common use of Corporate Existence and Power Clause in Contracts

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted.

Appears in 10 contracts

Samples: Share Exchange Agreement (Indie Growers Association), Share Exchange Agreement (Viking Minerals Inc.), Share Exchange Agreement (Monarchy Resources, Inc.)

AutoNDA by SimpleDocs

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation 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.

Appears in 8 contracts

Samples: Asset and Stock Purchase Agreement, Share Purchase Agreement (DPW Holdings, Inc.), Share Purchase Agreement (Micronet Enertec Technologies, Inc.)

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

Appears in 5 contracts

Samples: Share Purchase Agreement (China Lodging Group, LTD), Retention Agreement (First Charter Corp /Nc/), Voting Agreement (Walter Industries Inc /New/)

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

Appears in 5 contracts

Samples: Asset Purchase Agreement (GAIN Capital Holdings, Inc.), Stock Purchase Agreement (Roper Industries Inc), Stock Purchase Agreement (Marsh & McLennan Companies, Inc.)

Corporate Existence and Power. Buyer is a corporation legal entity, duly incorporatedincorporated or organized, validly existing and and, to the extent legally applicable, in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite corporate or other similar organizational powers required to carry on its business as now conducted.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Fortune Brands Home & Security, Inc.), Asset and Stock Purchase Agreement (SB/RH Holdings, LLC), Asset and Stock Purchase Agreement (SB/RH Holdings, LLC)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction state of incorporation and has all requisite corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Premier Parks Inc), Stock Purchase Agreement (Premier Parks Inc), Stock Purchase Agreement (PVC Container Corp)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation and all other jurisdictions in which it is required to be qualified to engage in business, and has all requisite corporate powers required power and authority to own, lease and operate its properties and to carry on its business substantially as now conducted., except where the failure to do so would not have, individually or in the aggregate, a Buyer Material Adverse Effect. For purposes of this Agreement, the term “

Appears in 3 contracts

Samples: Asset Purchase Agreement (Qe Brushes, Inc.), Asset Purchase Agreement (Qe Brushes, Inc.), Asset Purchase Agreement (Am Oil Resources & Technology Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conductedincorporation.

Appears in 3 contracts

Samples: Share Purchase Agreement (8x8 Inc /De/), Stock Purchase Agreement (Signature Eyewear Inc), Stock Purchase Agreement (Signature Eyewear Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation incorporation, and has all requisite corporate powers required power and authority to (i) carry on its business as now conductedbeing conducted and (ii) execute, deliver and perform its obligations under this Agreement. Buyer is duly qualified to do business and is in good standing in all jurisdictions wherein such qualification is necessary and where failure to be so qualified would not have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Equus Total Return, Inc.), Purchase and Sale Agreement (Equus Total Return, Inc.), Purchase and Sale Agreement (Equus Total Return, Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporatedformed, validly existing and in good standing under the laws of its jurisdiction of incorporation formation and has all corporate powers and all material governmental licenses, authorizations, qualifications permits, consents and approvals required to carry on its business as now conducted.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Contura Energy, Inc.), Asset Purchase Agreement (Alpha Natural Resources, Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conductedincorporation.

Appears in 2 contracts

Samples: Stock Purchase Agreement (RCN Corp /De/), Stock Purchase Agreement (Level 3 Telecom Holdings Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Since the date of its incorporation, Buyer has not engaged in any activities other than in connection with or as contemplated by this Agreement or in connection with arranging any financing required to consummate the transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Decrane Acquisition Co), Agreement and Plan of Merger (Decrane Aircraft Holdings Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted. Except as would not have a Buyer Material Adverse Effect, Buyer has all governmental licenses, authorizations, consents, permits and approvals required to carry on its business as now conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Skywest Inc), Stock Purchase Agreement (Delta Air Lines Inc /De/)

Corporate Existence and Power. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation. The Buyer is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction where the transaction of its business requires such qualification, except where the lack of such qualification would not reasonably be expected to have a Material Adverse Effect on the Buyer. The Buyer has heretofore made available to the Seller true and complete copies of the certificate or articles of incorporation and has all corporate powers required to carry on its business bylaws of the Buyer as now conductedcurrently in effect.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Veeco Instruments Inc), Stock Purchase Agreement (Bruker Corp)

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

Appears in 2 contracts

Samples: Agreement (MSCI Inc.), Agreement (MSCI Inc.)

Corporate Existence and Power. (a) Buyer is a corporation ----------------------------- duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction state of incorporation and has all requisite corporate powers required to carry on its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Primus Telecommunications Group Inc), Equity Purchase Agreement (Primus Telecommunications Group Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of its jurisdiction the State of incorporation New York and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Sinclair Broadcast Group Inc), Asset Purchase Agreement (Young Broadcasting Inc /De/)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Since the date of its incorporation, Buyer has not engaged in any activities other than in connection with or as contemplated by this Agreement and the Merger or in connection with arranging any financing required to consummate the Contemplated Transactions.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enterprise Software Inc), Agreement and Plan of Merger (Enterprise Software Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction state of incorporation and has all requisite corporate powers powers, authorizations, consents and approvals required to carry on its business as now conductedbusiness.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transtech Industries Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all necessary corporate powers or other power and authority required to carry on its business as now conductedconducted and to perform all of its obligations under each Transaction Document to which it will be party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Campbell Soup Co)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation and all other jurisdictions in which it is required to be qualified to engage in business, and has all requisite corporate powers required power and authority to own, lease and operate its properties and to carry on its business substantially as now conducted., except where the failure to do so would not have, individually or in the aggregate, a Buyer Material Adverse Effect. For purposes of this Agreement, the term "

Appears in 1 contract

Samples: Asset Purchase Agreement (Big Cat Mining Corp)

Corporate Existence and Power. Each of Buyer and the Company is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted.

Appears in 1 contract

Samples: Contribution Agreement (TerraVia Holdings, Inc.)

Corporate Existence and Power. Buyer is a corporation private limited company duly incorporated, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation England & Wales and has all corporate powers required to carry on its business as now conducted.

Appears in 1 contract

Samples: Transaction Agreement (Mimecast LTD)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required necessary to carry on its business as now conducted, except as would not reasonably be expected to prevent or materially delay the ability of Buyer to consummate the transactions contemplated by this Agreement or any other Transaction Document to which Buyer is a party.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Whirlpool Corp /De/)

Corporate Existence and Power. Buyer is a corporation corporation, duly incorporated, validly existing and and, to the extent legally applicable, in good standing under the laws of its jurisdiction of incorporation France and has all requisite corporate or other similar organizational powers required to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kinnate Biopharma Inc.)

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization and has all corporate powers and all material Permits required to carry on its business as now conducted.

Appears in 1 contract

Samples: Purchase Agreement (Westar Industries Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation Hong Kong and has all corporate powers required to carry on its business as now currently conducted.

Appears in 1 contract

Samples: Share Subscription Agreement (Altair Nanotechnologies Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing existing, and in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation and has all corporate powers required incorporation. Buyer is duly authorized to carry on conduct its business as now conductedand is in good standing under the Laws of each jurisdiction where such qualification is required, except where failure to be so qualified would not have, individually or in the aggregate, a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (FirstEnergy Solutions Corp.)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation organization, and has all corporate powers required requisite right, power and authority to carry on its business as now conductedenter into and perform this Agreement and any other agreements contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Concord Communications Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all necessary corporate powers power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement. Buyer has all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase and Contribution Agreement (Chemtura CORP)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction state of incorporation and has all requisite corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. No vote or consent of the stockholders of Buyer, which has not been obtained, is required under applicable Law or under the rules of the NYSE to approve the Contemplated Transactions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Six Flags Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate powers required to carry on perform its business as now conductedobligations under this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Comcast Corp)

AutoNDA by SimpleDocs

Corporate Existence and Power. Each Buyer Entity is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: Transaction Agreement (Stewart & Stevenson Services Inc)

Corporate Existence and Power. Buyer is a corporation limited liability company duly incorporated, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all corporate limited liability company powers required to carry on its business as now conducted.now

Appears in 1 contract

Samples: Stock Purchase Agreement (Skywest Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and and, when applicable, in good standing under the laws of its jurisdiction of incorporation formation and has all corporate powers required to carry on its business as now conductedconducted in all material respects.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Actua Corp)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction state of incorporation and has all corporate powers and all material Licenses required to carry on its business as now conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hanover Insurance Group, Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except where the failure to have such governmental licenses, authorizations, permits, consents and approvals would not reasonably be expected to materially impair the ability of Buyer to enter into this Agreement or to consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Purchase Agreement (Cmgi Inc)

Corporate Existence and Power. The Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Law of the jurisdiction of its jurisdiction of incorporation organization and has all corporate powers required power necessary to carry on its business as now conductedconsummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Moog Inc)

Corporate Existence and Power. Each Buyer Group is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: Transaction Framework Agreement (Baidu, Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporated, organize validly existing and in good standing under the laws of its jurisdiction of incorporation and all other jurisdictions in which it is required to be qualified to engage in business, and has all requisite corporate powers required power and authority to own, lease and operate its properties and to carry on its business substantially as now conducted., except where the failure to do so would not have, individually or in the aggregate, a Buyer Material Adverse Effect. For purposes of this Agreement, the term “

Appears in 1 contract

Samples: Asset Purchase Agreement (Seen on Screen Tv Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted.state of

Appears in 1 contract

Samples: Stock Purchase Agreement (Family Bargain Corp)

Corporate Existence and Power. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation California and has all corporate powers required power and authority to carry on its business as now presently conducted.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Sequential Brands Group, Inc.)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation. Buyer is duly qualified to do business as a foreign corporation and is in good standing in each other jurisdiction where the transaction of its business requires such qualification, except where the lack of such qualification would not have, individually or in the aggregate, a Material Adverse Effect on Buyer. Buyer has heretofore delivered to the Parent and the Sellers true and complete copies of the certificates of incorporation and has all corporate powers required to carry on its business bylaws of Buyer as now conductedcurrently in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Navisite Inc)

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

Appears in 1 contract

Samples: Master Transaction Agreement (Origin Agritech LTD)

Corporate Existence and Power. Buyer is a corporation company duly incorporatedorganized and registered, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all requisite corporate powers required power and authority to carry on its business as now currently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (Worldcom Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (1 800 Flowers Com Inc)

Corporate Existence and Power. Each Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all corporate powers and all material governmental Consents required to carry on its business as now conducted.

Appears in 1 contract

Samples: Purchase Agreement (Silicon Graphics Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of its the jurisdiction of incorporation its incorporation, and has all corporate powers power required to carry on conduct its business as now conducted.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sun River Energy, Inc)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all corporate powers required to own, lease and operate its properties and assets and carry on its business as now conducted. Buyer has made available to the Seller Parties prior to the date hereof complete and correct copies of the Organizational Documents of Buyer as currently in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Dawson Geophysical Co)

Corporate Existence and Power. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of its jurisdiction of incorporation and has all corporate powers required to carry on its business as now conducted. Except as would not have a Buyer Material Adverse Effect, Buyer has all governmental licenses, authorizations, consents, permits and approvals required to carry on its business as now conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Skywest Inc)

Corporate Existence and Power. Buyer Each of the Buyers is a corporation duly incorporatedorganized, validly existing and in good standing under the laws law of the jurisdiction of its jurisdiction of incorporation organization and has all corporate powers required power necessary to carry on its business as now conductedconsummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Share and Asset Purchase and Sale Agreement (Simclar Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (RLX Technology Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.