Common use of Due Organization Clause in Contracts

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required therefore.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws Laws of the jurisdiction of the State of Delaware. Buyer has all necessary full corporate power and authority necessary to enter into this Agreement carry on the businesses in which it is engaged and all other documents that Buyer is required to execute own and deliver hereunder, use the properties owned and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeused by it.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary full corporate power and authority to enter into and perform this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeAgreement.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold is duly authorized and qualified to do business under all permitsapplicable laws, licensesregulations, ordinances and orders of public authorities to carry on its business in the places and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforein the manner as now conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary power and authority to enter into this Agreement and all other documents that conduct its business in the manner in which its business is currently being conducted. Each subsidiary of Buyer is required a corporation duly organized, validly existing and in good standing under the laws of its place of incorporation and has all necessary power and authority to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeconduct its business in the manner in which its business is currently being conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has , with all necessary requisite power and authority to enter into this Agreement and all other documents that Buyer carry on its business as it is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforecurrently conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer , and has all necessary requisite corporate power and corporate authority to enter into this Agreement own, lease and all other documents that Buyer operate its properties and conduct its business as it is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforepresently being conducted.

Due Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has Delaware and is duly authorized and qualified to do business under all necessary power applicable laws, regulations, ordinances and authority orders of public authorities to enter into this Agreement own, operate and all other documents that Buyer is required lease its properties and to execute carry on its respective businesses in the places and deliver hereunderin the manner as now conducted, and holds except where the failure to be so authorized or will timely hold all permitsqualified, licensesindividually or collectively, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforewould not have a Material Adverse Effect on the Buyer.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State Laws of Delaware. Buyer has , with all necessary requisite power and authority to enter into this Agreement own, lease and all other documents that operate its properties as presently owned, leased and operated and to carry on its business as presently conducted. Buyer is required duly licensed or qualified to execute do business and deliver hereunderis in good standing as a foreign corporation in each jurisdiction where the nature of the properties owned, leased or operated by it and holds the businesses transacted by it require such licensing or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforequalification.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all necessary , with full power and authority to enter into this Agreement own or lease its properties and all other documents that Buyer to carry on the business in which it is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeengaged.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and and. local governmental or regulatory bodies necessary and required therefore.

Due Organization. Buyer is a corporation duly organized, validly existing, ---------------- existing and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold is duly authorized and qualified to do business under all permitsapplicable laws, licensesregulations, ordinances and orders of public authorities to carry on its business in the places and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforein the manner as now conducted.

Due Organization. Buyer is a corporation corporation, duly organizedformed, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has , with all necessary requisite corporate power and authority to enter into this Agreement own, lease and all other documents that Buyer is required operate its properties and to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforecarry on its businesses as they are now being conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; Buyer is qualified to do business and is in good standing in each state where the properties owned, leased, or operated, or the business conducted, by it require such qualification except where failure to so qualify would not have a Material Adverse Effect on the financial condition, properties, business, or results of operations of Buyer. Buyer has all necessary the corporate power and authority to enter into this Agreement own its property and all other documents that Buyer is required assets and to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforecarry on its business as now presently conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and to execute and deliver all other documents that Buyer Xxxxx is required to execute and deliver hereunder, and Xxxxx holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required therefore.

Due Organization. (a) The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary full power and authority under applicable corporate law to enter into this Agreement own, lease and all other documents that operate its properties and to carry on its business. (b) The Buyer Subsidiary is required a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under applicable corporate law to execute own, lease and deliver hereunder, operate its properties and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeto carry on its business.

Due Organization. Buyer is a corporation duly organized, validly ---------------- existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary full corporate power and authority to enter into this Agreement carry on its business as now conducted. Complete and correct copies of the Articles of Incorporation and Bylaws of the Buyer, and all other documents that Buyer is required amendments thereto, have been heretofore delivered to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeSellers.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all necessary the corporate power and authority to enter into execute, deliver and perform this Agreement and all the other documents that contemplated hereby and to consummate the transactions contemplated hereby and thereby. Buyer is required has the requisite corporate power and authority and all licenses and permits necessary to execute own or lease and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeoperate the Acquired Assets.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary requisite power and authority to enter into this Agreement own, lease and operate all other documents that of its Assets and to carry on its business as and where it is now conducted. Buyer is required duly qualified to execute do business and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeis in good standing in the jurisdictions specified in Schedule 4.1(a).

Due Organization. The Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all necessary , with full power and authority to enter into this Agreement own or lease its properties and all other documents that to carry on the business in which it is engaged. The Buyer is required duly licensed and qualified to execute do business as a foreign corporation and deliver hereunder, and holds is in good standing in all jurisdictions where failure to be so licensed or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental qualified would have a material adverse effect upon its business or regulatory bodies necessary and required thereforeassets.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities to carry on its business in the places and in the manner as now conducted and is qualified to do business in each jurisdiction in which the character of the property owned, leased or will timely hold all permits, licenses, orders and approvals operated by Buyer or the nature of all federal, state and local governmental the business or regulatory bodies necessary and required thereforeactivities conducted by Buyer makes such qualification necessary.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and to execute and deliver all other documents that Buyer is required to execute and deliver hereunder, and Buyer holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required therefore.

Due Organization. Buyer is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the its State of Delaware. Buyer Delaware and has all necessary full power and authority to enter into this Agreement carry on the business in which it is engaged. Buyer has delivered to Shareholders accurate, correct and all other documents that Buyer is required to execute complete copies of its Articles of Incorporation and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeBy-laws.

Due Organization. Buyer is a corporation duly organizedincorporated, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has Delaware and is duly authorized and qualified to do business under all necessary power applicable laws, regulations, ordinances and authority orders of public authorities to enter into this Agreement carry on their respective businesses in the places and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforein the manner as now conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer , and has all necessary requisite corporate power and authority to enter into this Agreement own, lease and all other documents that Buyer operate its properties and conduct its business as it is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforepresently being conducted.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and to execute and deliver all other documents that Buyer is required to execute and deliver hereunder, and Buyer holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required therefore.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer , and has all necessary full power and authority to enter into this Agreement and all other documents that Buyer carry on the business in which it is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeengaged.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary requisite corporate power and authority to enter into and perform this Agreement and all other documents that Buyer is required the related agreements referred to execute herein and, following the Closing, to operate the Business and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeown the Interests.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary requisite corporate power and authority to enter into and perform this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforethe Related Agreements.

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all necessary power and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforetherefor.

Due Organization. Buyer is a corporation duly organized, organized and validly existing, and in good standing existing under the laws of the State of Delaware. Buyer , and has all necessary full power and authority to enter into this Agreement and all other documents that Buyer carry on the business in which it is required to execute and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeengaged.

Due Organization. The Buyer is a corporation duly organized, ----------------- validly existing, existing and in good standing under the laws of the State of Delaware. The Buyer has all necessary power delivered to the Seller complete and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereundercorrect copies of its Certificate of Incorporation, as amended, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeits By-Laws.

Due Organization. Buyer is a corporation duly organized, validly existing, existing and in good standing under the laws of the State of Delaware. Buyer has all necessary power the right, power, legal. capacity and authority to enter into this Agreement and all other documents that Buyer is required to execute and deliver hereunderthis Agreement, and holds to perform its obligations under this Agreement, and all related documents, instruments, and certificates. This Agreement has been duly and validly executed and delivered by Buyer. No approval of any person or will timely hold all permits, licenses, orders and approvals entity is required for the execution of all federal, state and local governmental this Agreement by Buyer or regulatory bodies necessary and required therefore.the consummation of any of the transaction contemplated by the Agreement

Due Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer Delaware and has all necessary requisite corporate power and authority to enter into and perform this Agreement and all other documents that Buyer is required the related agreements referred to execute herein and, following the Closing, to operate the Business and deliver hereunder, and holds or will timely hold all permits, licenses, orders and approvals of all federal, state and local governmental or regulatory bodies necessary and required thereforeown the Shares.