Common use of Corporate Organization Clause in Contracts

Corporate Organization. Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Tops PT, LLC), Asset Purchase Agreement (Penn Traffic Co), Asset Purchase Agreement (Penn Traffic Co)

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Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Applicable Laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Macrogenics Inc), Patent Assignment Agreement (Provention Bio, Inc.), Patent Assignment Agreement (Provention Bio, Inc.)

Corporate Organization. Seller is a limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc)

Corporate Organization. (a) The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite the full corporate power and authority to own its properties and assets enter into this Agreement and to conduct perform its businesses as now conductedobligations hereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Universal Compression Inc), Stock Purchase Agreement (Universal Compression Holdings Inc)

Corporate Organization. Seller is duly organizeda corporation, validly existing existing, and in good standing under the laws of the State of Delaware. Seller , is duly qualified to do business in the State of New Jersey, and has all requisite corporate full power and authority to own carry on its properties and assets and to conduct its businesses as now conductedcurrent business.

Appears in 2 contracts

Samples: Agreement (Hemispherx Biopharma Inc), Agreement (Interferon Sciences Inc)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite full corporate power and authority to own its properties and assets and to conduct its businesses carry on the business of Seller as it is now being conducted.

Appears in 2 contracts

Samples: Patent Purchase Agreement (Creative Medical Technology Holdings, Inc.), Asset Purchase Agreement (Supergen Inc)

Corporate Organization. Seller is a limited liability company, duly organized, validly existing and in good standing under the laws Laws of the State its state of Delawareformation. Seller has all requisite corporate power and authority to own its properties own, assign and assets convey the Purchased Assets. Seller is duly licensed or qualified and in good standing to conduct its businesses as now conducteddo business in the State of Delaware.

Appears in 2 contracts

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

Corporate Organization. Seller is duly organized, a corporation validly existing and in good standing under the laws of the State of Delaware. Seller , is duly qualified to do business in the State of New Jersey, and has all requisite corporate full power and authority to own carry on its properties current business and to own, use, and sell its assets and to conduct its businesses as now conductedproperties.

Appears in 2 contracts

Samples: Agreement (Interferon Sciences Inc), Agreement (Hemispherx Biopharma Inc)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate Delaware with full power and authority to own and operate its properties and assets and to conduct carry on its businesses business as now currently conducted.

Appears in 2 contracts

Samples: Intellectual Property Purchase Agreement, Intellectual Property Purchase Agreement (Signal Genetics, Inc.)

Corporate Organization. Seller is a limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (El Paso Corp/De), Purchase and Sale Agreement (Tc Pipelines Lp)

Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite the corporate power and authority to own or lease its properties and assets and to conduct carry on its businesses business as now it is presently being conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tribune Co), Agreement and Plan of Merger (Softkey International Inc)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and is duly qualified to do business in the Commonwealth of Massachusetts and has all requisite corporate full power and authority to own carry on its properties and assets current business and to conduct own, use and sell its businesses as now conductedassets, including Seller's Assets, and properties.

Appears in 1 contract

Samples: Limited Asset Purchase Agreement (Vemics, Inc.)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subject to Bankruptcy Court approval, the execution, delivery and performance of this Agreement by Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conductedthe consummation by Seller of the transactions contemplated by the Agreement do not require any approval or permit of, or filing or registration with, or other action by, any governmental body, department, bureau, agency, public board or authority.

Appears in 1 contract

Samples: Asset Purchase Agreement (Western Water Co)

Corporate Organization. Seller is a limited liability company duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.5.2

Appears in 1 contract

Samples: Asset Purchase Agreement

Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite the corporate power and authority necessary to own enable it to own, lease or otherwise hold all of its properties and assets and to conduct carry on its businesses business as it is now conducted.being conducted 3

Appears in 1 contract

Samples: Stock Purchase Agreement (Bnccorp Inc)

Corporate Organization. Seller is a corporation duly organized, ---------------------- validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite the corporate power to carry on all the business conducted by it, and authority is qualified to own do business in all jurisdictions where the failure to so qualify would have a material adverse effect on its properties and assets and to conduct its businesses as now conductedbusiness.

Appears in 1 contract

Samples: Asset Purchase Agreement and Plan of Reorganization (Safe Alternatives Corp of America Inc)

Corporate Organization. Seller is a business corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Seller , and has all requisite corporate power and authority to own its properties and assets enter into this Agreement, and to conduct its businesses as now conductedcarry out the transactions anticipated by this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Video City Inc)

Corporate Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (Trega Biosciences Inc)

Corporate Organization. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Copies of the Certificate or Articles of Incorporation and By-laws (or equivalent documents) of the Seller, with all amendments thereto to the date hereof, have been furnished to the Buyer or its representatives, and such copies are accurate and complete as of the date hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite necessary corporate power and authority to carry on the business as it is now being conducted and to own its the properties and assets and to conduct its businesses as it now conductedowns, including the Purchased Assets.

Appears in 1 contract

Samples: Portfolio Purchase Agreement (Optimal Group Inc)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller , and has all the requisite corporate power and authority to own its properties execute, deliver and assets perform this Agreement and to conduct its businesses as now conductedconsummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Exchange Agreement (Uniholding Corp)

Corporate Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Seller , and has all the requisite corporate power and authority to own own, lease, or otherwise hold its properties and assets and to conduct carry on its businesses business as now presently conducted.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (STC Broadcasting Inc)

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Corporate Organization. The Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. The Seller has all requisite corporate power is also authorized to do business and authority to own its properties and assets and to conduct its businesses as now conductedis in good standing in the State of Ohio.

Appears in 1 contract

Samples: Asset Purchase Agreement (P&f Industries Inc)

Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its carry on the Business as the same is now being conducted and to own, lease and operate it's properties and assets in the places where such business is now conducted and to conduct its businesses as where such properties and assets are now conductedowned, leased or operated.

Appears in 1 contract

Samples: Asset and Business Purchase Agreement (Nytest Environmental Inc)

Corporate Organization. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.Section 3.02

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith Corona Corp)

Corporate Organization. Seller is a corporation duly organizedincorporated and validly existing under the laws of the State of Delaware and is in good standing under the laws of the States of Delaware and California. The Company and its Subsidiaries each is a corporation duly incorporated, validly existing and in good standing under the laws of the State of DelawareFlorida. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted.3.2

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacificare Halth Systems Inc)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller Delaware and has all requisite full corporate power and authority to own its properties and assets and to conduct its businesses carry on the business of Seller as it is now being conducted. Attached as Exhibit 4.1 is a certificate of good standing from the State of Delaware.

Appears in 1 contract

Samples: Patent Purchase Agreement (Biomimetic Therapeutics, Inc.)

Corporate Organization. Seller is a duly organized, organized and validly existing and corporation in good standing under the laws Laws of the State of Delaware. Seller has , with all requisite corporate power and authority to own its properties and assets and to conduct its businesses business as now currently conducted, except where the failure to be so qualified and in good standing would not prevent or delay the Closing.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Renewable Energy Group, Inc.)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. , and Seller has all requisite necessary corporate power and authority to own own, lease and operate its properties and assets and to conduct carry on its businesses business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cray Inc)

Corporate Organization. Seller is a corporation duly organizedorganized and validly existing, validly existing and is in good standing under the laws of the State of Delaware. Seller , and has all requisite the corporate power and authority to own its properties and assets and to conduct carry on its businesses business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sutura, Inc.)

Corporate Organization. Seller is duly organizeda corporation, validly existing and in good corporate standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own own, lease or operate all of its properties and assets and to conduct carry on its businesses business as it is now being conducted. The certificate of incorporation and bylaws of Seller, copies of which have previously been made available to Buyer, are true, correct, and complete copies of such documents as currently in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Princeton Review Inc)

Corporate Organization. (a) Seller is a corporation duly organized, validly existing and in corporate good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conductedConnecticut.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kelyniam Global, Inc.)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and duly qualified to do business and in good standing under the laws of the State of each jurisdiction in which it engages in business. Seller has all requisite necessary corporate power and authority sufficient to own its properties enable it to enter into, perform, and assets carry out the transactions contemplated by this Agreement. The execution, delivery and to conduct its businesses as now conductedperformance of this Agreement have been duly authorized by all necessary corporate action of Seller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Tri Valley Corp)

Corporate Organization. Seller is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Seller has all requisite required corporate power and authority to own carry on its properties business as presently conducted, to enter into and assets perform this Agreement and the agreements contemplated hereby to which it is a party and to conduct its businesses as now conductedcarry out the transactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apricus Biosciences, Inc.)

Corporate Organization. Seller is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power and authority to own its properties own, lease and assets and to conduct its businesses as operate the Assets where such Assets are now conductedowned, leased or operated.

Appears in 1 contract

Samples: Asset Sale Agreement (Osicom Technologies Inc)

Corporate Organization. Seller is duly organizeda corporation, validly existing and in good corporate standing under the laws of the State of Delaware. Seller is duly authorized to conduct the Business and is in good corporate standing under the laws of each jurisdiction where such qualification is required for the conduct of the Business. Seller has all requisite corporate power and authority to own own, lease and operate all of its properties and assets and to conduct carry on its businesses business as it is now being conducted. The certificate of incorporation and bylaws of Seller, copies of which have previously been made available to Buyer, are true, correct, and complete copies of such documents as currently in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (Irobot Corp)

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