Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 4 contracts
Samples: Purchase Agreement (On Assignment Inc), Purchase Agreement (Solera Holdings, Inc), Stock Purchase Agreement (BWAY Holding CO)
Corporate Status. Buyer is a corporation duly organized, validly incorporated and existing and in good standing under the laws of the State of Delaware. Buyer has, and at all times has had, full corporate power and authority to own and lease its properties as such properties are now owned and leased and to conduct its business as and where such businesses have and are now being conducted.
Appears in 4 contracts
Samples: Atria Communities Inc, Atria Communities Inc, Atria Communities Inc
Corporate Status. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of Delaware; it is duly qualified and in good standing in each foreign jurisdiction in which the State conduct of Delawareits business or its ownership or leasing of property makes such qualification or licensing necessary. The Buyer has the corporate power and authority to own and use its properties and to transact the business in which it is engaged.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Applied Digital Solutions Inc), Stock Purchase Agreement (Applied Digital Solutions Inc), Stock Purchase Agreement (Applied Digital Solutions Inc)
Corporate Status. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite corporate power and authority to carry on its business as now conducted. Each other Buyer Party is a corporation or other organization duly incorporated or organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization and has all requisite corporate or organizational power and authority to carry on its business as now conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Allstate Corp), Stock Purchase Agreement (White Mountains Insurance Group LTD)
Corporate Status. Buyer is a corporation limited liability company duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. It has the corporate power and authority to carry on its business as presently conducted, to enter into this Agreement and perform its obligations hereunder.
Appears in 2 contracts
Samples: Five Engine Purchase Agreement, Five Engine Purchase Agreement (Lan Airlines SA)
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.), Asset Purchase Agreement (Aegerion Pharmaceuticals, Inc.)
Corporate Status. Buyer (a) is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware, and (b) has all requisite corporate power and authority to carry on its business as now and heretofore conducted and to own, operate and lease its properties, and (c) is duly qualified or licensed to transact business in and is in good standing as a foreign corporation in all jurisdictions where Buyer is required to be qualified or licensed to do business as a foreign corporation.
Appears in 2 contracts
Samples: Stock Purchase Agreement (I3 Verticals, Inc.), Stock Purchase Agreement (I3 Verticals, Inc.)
Corporate Status. The Buyer is a limited liability corporation duly organizedformed, validly existing and in good standing under the laws of the State state of DelawareDelaware and has full limited liability company power and authority to own, lease and operate its properties, and to carry on its business as presently conducted.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Pharmaceutical Formulations Inc), Asset Purchase and Sale Agreement (Pharmaceutical Formulations Inc)
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware. Buyer is not in default under or in violation of any provision of its certificate of incorporation or bylaws.
Appears in 1 contract
Samples: Confidential Treatment (Akorn Inc)
Corporate Status. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of DelawareDelaware and is authorized to transact business therein. Buyer has, and at all times has had, full corporate or other applicable power and authority to own and lease its properties as such properties are now owned and leased and to conduct its business as and where such businesses have and are now being conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Green Mountain Coffee Inc)
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State state of Delaware, with full corporate 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. Buyer is not in violation of any of the provisions of its certificate of incorporation or by-laws.
Appears in 1 contract
Samples: Asset Purchase Agreement (Medical Action Industries Inc)
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of Delaware. Buyer has the State requisite power and authority to own or lease all of Delawareits properties and assets and to conduct its business as it is now being conducted, except where the failure to have such corporate power or to conduct its business has not had and would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to own or lease its properties and to carry on its business as now being conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Silver Dragon Resources, Inc.)
Corporate Status. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Buyer is duly qualified to do business in each jurisdiction in which the character of and location of its assets or operations makes qualification to do business as a foreign corporation necessary. Buyer has full corporate power to carry on its business as it is now being conducted and as proposed to be conducted and to own and operate its assets. Buyer has full corporate power and authority to execute and deliver this Agreement and perform the transactions contemplated hereby.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware.. Buyer is not in default under or in violation of any provision of its certificate of incorporation or bylaws. 6.1.2
Appears in 1 contract
Corporate Status. Buyer is a corporation limited liability company, duly organizedformed, validly existing and in good standing under the laws of the State of DelawareDelaware and has all requisite limited liability company power and authority to carry on its business as now conducted. Parent is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.
Appears in 1 contract
Samples: Stock Purchase Agreement (Health Insurance Innovations, Inc.)
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the requisite corporate power and authority to carry on its business, as it now and will be conducted after the Closing.
Appears in 1 contract
Corporate Status. The Buyer is a corporation duly ---------------- organized, validly existing and in good standing under the laws of the State of DelawareDelaware and is duly qualified to do business and is in good standing in the state of its incorporation. The Buyer has all requisite corporate power and authority to own or lease its properties and assets and to conduct its business as they are currently being conducted.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has full power and authority to execute and deliver this Agreement on Buyer's behalf, and to perform its obligations hereunder.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware, and has all requisite corporate power and authority to carry on its business as now conducted.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, organized and ---------------- validly existing and in good standing under the laws of the State of Delaware, and has the requisite power and authority to execute, deliver and carry out the provisions of this Contract to be performed by it, together with any and all other documents executed by it in connection with this transaction.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 1 contract
Corporate Status. Buyer (a) is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware., and (b) has all requisite corporate power and authority to carry on its business as now and heretofore conducted and to own, operate and 29 lease its properties, and (c) is duly qualified or licensed to transact business in and is in good standing as a foreign corporation in all jurisdictions where Buyer is required to be qualified or licensed to do business as a foreign corporation. 6.2
Appears in 1 contract
Samples: Stock Purchase Agreement
Corporate Status. Buyer is a corporation duly organizedincorporated, validly existing and in good standing as a corporation under the laws of the State state of Delaware. Buyer has the requisite power and authority to own or lease all of its properties and assets and to conduct its business as it is now being conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Opticare Health Systems Inc)
Corporate Status. The Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of DelawareDelaware and is qualified to do business as a foreign corporation in any jurisdiction where such corporation is required to be so qualified to avoid liability or disadvantage. The Buyer has delivered to the Sellers current, correct and complete copies of the Buyer's Constitutional Documents and bylaws, all of which are in full force and effect as of the date hereof.
Appears in 1 contract
Samples: Agreement (Usdata Corp)
Corporate Status. Buyer is a corporation duly organized, validly ---------------- existing and in good standing under the laws of the State of Delaware, and has the corporate power and the authority to own and use its properties and to transact the business in which it is engaged and has the corporate power to enter into and consummate this Agreement. This Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware.
Appears in 1 contract
Corporate Status. The Buyer is a corporation (a) duly organized, validly existing and in good standing under the laws of Delaware; (b) has full corporate power to own all of its properties and carry on its business as it is now being conducted and (c) is qualified to do business as a foreign corporation in each of the State jurisdictions in which it operates and the character of Delawarethe properties owned by the Buyer or the nature of the business transacted by the Buyer does not make qualification necessary in any other jurisdiction or jurisdictions.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Each Affiliate of Buyer that is entering into an Ancillary Agreement is a legal entity duly organized, validly existing and in good standing under the Laws of its organization.
Appears in 1 contract
Samples: Asset Purchase Agreement (Catalyst Pharmaceuticals, Inc.)
Corporate Status. Buyer is a corporation partnership duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware (USA), and has all requisite corporate power to own its properties and carry on its business as now being conducted.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer is legally qualified to transact business as a foreign corporation in each jurisdiction in which the nature of its properties and the conduct of its business requires such qualification. Buyer has fully complied with all of the requirements of any statute governing the use and registration of fictitious names, and has the legal right to use the names under which it operates its business. There is no pending or threatened proceeding for the dissolution, liquidation, insolvency or rehabilitation of Buyer.
Appears in 1 contract
Corporate Status. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware.
Appears in 1 contract