Common use of Organization and Authority of Buyer Clause in Contracts

Organization and Authority of Buyer. Buyer is a corporation, validly existing and in good standing under the Laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp)

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Organization and Authority of Buyer. Buyer is a corporation, validly existing and is in good standing under the Laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp)

Organization and Authority of Buyer. (a) Buyer is a corporationDelaware corporation duly organized, validly existing and in good standing under the Laws laws of the State its jurisdiction of Delaware, with full organization and has all corporate power and authority necessary to enter into this Agreement and perform carry on its obligations hereunder. This Agreement has been, and upon execution of each of the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective termsbusiness as now conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Adelphia Communications Corp), Asset Purchase Agreement (CSC Holdings Inc)

Organization and Authority of Buyer. Buyer is a corporation, validly existing and is in good standing under the Applicable Laws of the State of Delaware, with full power and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Journey Medical Corp), Asset Purchase Agreement (Journey Medical Corp)

Organization and Authority of Buyer. Buyer is a corporationcorporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware, with and has full corporate power and authority to enter into execute, deliver and perform this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective terms.in

Appears in 1 contract

Samples: Asset Purchase Agreement (New Horizons Worldwide Inc)

Organization and Authority of Buyer. The Buyer is a corporation, corporation duly organized and validly existing and in good standing under the Laws of the State laws of Delaware, with full . The Buyer has the corporate power and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of to consummate the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective termstransactions contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gibson Greetings Inc)

Organization and Authority of Buyer. The Buyer is a corporation----------------------------------- corporation duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware, with full Delaware and has all requisite corporate power and authority to enter into this Agreement own, lease and perform operate its obligations hereunder. This Agreement has beenassets, properties and upon execution of each of the Ancillary Agreements, such Ancillary Agreements will have been duly business and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective termsto carry on its business as now being conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Encore Medical Corp)

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Organization and Authority of Buyer. (a) Buyer is a corporationlimited liability company duly organized, validly existing and in good standing under the Laws of the State state of Delaware, with full . Buyer has all requisite limited liability company power and authority to enter into this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of the Ancillary AgreementsAgreements to which it is or will be a party, such Ancillary Agreements will have been duly carry out its obligations hereunder and validly authorized, executed thereunder and delivered by, consummate the transactions contemplated hereby and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective termsthereby.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mednax, Inc.)

Organization and Authority of Buyer. Buyer is a corporationcorporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware, with full . Buyer has all necessary corporate power and authority to enter into this Agreement and perform Agreement, to carry out its obligations hereunderhereunder and to consummate the transactions contemplated hereby. This Agreement has beenThe execution and delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder and upon execution of each the consummation by Buyer of the Ancillary Agreements, such Ancillary Agreements will transactions contemplated hereby have been duly and validly authorized, executed and delivered by, and constitute authorized by all requisite corporate action on the legal, valid and binding obligations part of Buyer, enforceable in accordance with their respective terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)

Organization and Authority of Buyer. (a) Buyer is a corporationcorporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware, with full . Buyer has the corporate power and corporate authority to enter into execute and deliver this Agreement and perform its obligations hereunderconsummate the transactions contemplated hereby. This The execution and delivery of this Agreement has been, and upon execution of each the consummation of the Ancillary Agreements, such Ancillary Agreements will transactions contemplated hereby have been duly and validly authorizedauthorized by the Board of Directors of Buyer and no other corporate proceeding on the part of Buyer is necessary to authorize the execution, executed delivery and delivered by, and constitute performance of this Agreement or the legal, valid and binding obligations consummation of Buyer, enforceable in accordance with their respective termsthe transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (PRT Group Inc)

Organization and Authority of Buyer. (a) Buyer is a corporationcorporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full . Buyer has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations under this Agreement and perform its obligations hereunder. This Agreement has been, and upon execution of each of to consummate the Ancillary Agreements, such Ancillary Agreements will have been duly and validly authorized, executed and delivered by, and constitute the legal, valid and binding obligations of Buyer, enforceable in accordance with their respective termsTransactions.

Appears in 1 contract

Samples: Share Purchase Agreement (Vse Corp)

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