Common use of Organization and Existence Clause in Contracts

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

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement.

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

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required Delaware. Buyer is duly qualified or authorized to carry on its do business as now conductedin each other jurisdiction where the actions to be performed hereunder make such qualification or authorization necessary.

Organization and Existence. Buyer is a Delaware corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required is qualified to carry on its transact business as now conductedin the State of Texas.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers requisite power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, -------------------------- organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

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

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of 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. True, correct and complete copies of the certificate of incorporation and bylaws of Buyer as the same are in effect have been delivered to Seller.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Buyer is not in violation of any of the provisions of its charter or bylaws.

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

Organization and Existence. Buyer is a corporation duly incorporated, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the transactions contemplated hereby. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where in the aggregate the failure to be so qualified is not, and is not reasonably expected to become, material.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the transactions contemplated hereby. Buyer is duly qualified to do business as a foreign corporation in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted, except for those jurisdictions where the failure to be so qualified has not been, and may not reasonably be expected to be, material.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and Delaware, has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement and is authorized to do business in the Commonwealth of Pennsylvania.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material powers, governmental licenses, authorizations, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers power and all material governmental licenses, authorizations, consents and approvals authority required to carry on its business as now conducted. Buyer is duly qualified to do business as a foreign corporation and is in good standing in the State of Florida.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licensesauthority to enter into this Agreement and consummate the transactions contemplated hereby. Buyer has conducted no business and has engaged in no activities, authorizations, consents other than entering into this Agreement and approvals required activities necessary to carry on its business as now conductedthe consummation of the transactions contemplated hereby.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Newco is a limited liability company validly existing and in good standing as a limited liability company under Delaware law, and has all limited liability company power and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.. Buyer is a subsidiary of DealerTrack Holdings, Inc.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required consummate the transactions contemplated hereby. Buyer is duly qualified to do business and in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation company duly incorporated, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing existing, and in good standing under the laws of the State of Delaware Delaware, and has all corporate powers power and all material governmental licensesauthority necessary to enable it to own, authorizationslease, consents or otherwise hold its properties and approvals required assets and to carry on its business as now conducted.

Organization and Existence. Buyer is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware New Jersey and has all full corporate powers power and all material governmental licenses, authorizations, consents authority to enter into and approvals required to carry on out its business as now conductedobligations under this Agreement.

Organization and Existence. Buyer is a corporation company duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.. * CONFIDENTIAL TREATMENT REQUESTED

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals power required to carry on its business as now conductedconsummate the transactions contemplated hereby.

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

Organization and Existence. Buyer is a corporation duly incorporated, organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power and all material governmental licenses, authorizations, consents authority to enter into this Agreement and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.

Organization and Existence. Buyer is a corporation duly incorporated, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

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

Organization and Existence. Buyer is a corporation limited liability company duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all corporate applicable powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

Organization and Existence. The Buyer is a corporation duly incorporated, duly organized and validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required is qualified to carry on its business as now conducteda foreign corporation under the laws of the State of New York. The Guarantor is a corporation duly incorporated, duly organized and validly existing under the laws of Ontario.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals Permits required to carry on its business as now conducted. The Buyer is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the property owned or leased by it or the nature of its activities makes such qualification necessary. Attached to Schedule 5.01 are true and complete copies of the certificate of incorporation and bylaws of the Buyer each as amended and as currently in effect.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, -------------------------- validly existing and in good standing under the laws of the State of Delaware and has all the requisite corporate powers power and all material governmental licenses, authorizations, consents and approvals required authority to carry on its business as now conductedconducted and to consummate the transactions contemplated by this Agreement.

Organization and Existence. The Buyer is a corporation duly incorporated, validly existing and in good standing under the laws Laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly legally existing and in good standing under the laws of the State of Delaware Delaware. Buyer is duly qualified as a foreign corporation to do business, and has all corporate powers is in good standing, in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification necessary, except in such jurisdictions where the failure to be duly qualified is not and all would not be, either individually or in the aggregate, reasonably expected to have a material governmental licenses, authorizations, consents and approvals required to carry adverse effect on its business as now conductedBuyer.

Organization and Existence. Buyer is a corporation duly incorporatedorganized, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedDelaware.

Organization and Existence. Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers power to enter into this Agreement and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conductedconsummate the transactions contemplated hereby.