Common use of Organization and Good Standing of Buyer Clause in Contracts

Organization and Good Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Loyaltypoint Inc), Asset Purchase Agreement (Loyaltypoint Inc), Asset Purchase Agreement (Loyaltypoint Inc)

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Organization and Good Standing of Buyer. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder.

Appears in 2 contracts

Samples: Foreign Boss Rights Acquisition Agreement (Ic Isaacs & Co Inc), Option Agreement (Ic Isaacs & Co Inc)

Organization and Good Standing of Buyer. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate the power and authority to make own, lease and operate the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents property used in its business and to perform carry on its obligations hereunder business as now being conducted. Buyer is registered to do business and thereunderin good standing in all jurisdictions where it is required to be qualified as a foreign corporation except where the failure to be so qualified has not had and would not be reasonably expected to have a Buyer Material Adverse.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Anvil Holdings Inc)

Organization and Good Standing of Buyer. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents and to perform carry on its obligations hereunder and thereunderbusiness as it is now being conducted.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Xlconnect Solutions Inc), Asset Purchase Agreement (Intelligent Electronics Inc)

Organization and Good Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents other documents delivered by Buyer in connection with this Agreement or prior to closing (the "BUYER'S ANCILLARY DOCUMENTS") and to perform its obligations hereunder under this Agreement and thereunderthe Buyer's Ancillary Documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Videolabs Inc)

Organization and Good Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, Delaware and has all requisite corporate power and authority to make the representationsown, warranties lease and agreements made hereunder, to execute operate its property and deliver this Agreement and the Ancillary Documents assets and to perform carry on its obligations hereunder and thereunderbusiness as presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Industries Inc)

Organization and Good Standing of Buyer. Buyer is a corporation duly --------------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jetfax Inc)

Organization and Good Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware, and . Buyer has all requisite corporate power and authority to make the representations, warranties own and agreements made hereunderoperate its properties and assets, to execute and deliver this Agreement and the Ancillary Documents and to perform carry on its obligations hereunder and thereunderbusiness as presently conducted.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Medical Health Card Systems Inc)

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Organization and Good Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareVirginia, and has all requisite corporate with full power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver perform its obligations under this Agreement and the Buyer Ancillary Documents and to perform its obligations hereunder and thereunderDocuments.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (BRE Select Hotels Corp)

Organization and Good Standing of Buyer. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of Delaware. Buyer is a wholly-owned direct subsidiary of *, a corporation organized and existing under the State laws of Delaware, and has all requisite corporate power and authority to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder*.

Appears in 1 contract

Samples: Foreign Boss Rights Acquisition Agreement (Ic Isaacs & Co Inc)

Organization and Good Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite its jurisdiction of organization, with full corporate power and authority to make the representations, warranties and agreements made hereunderconduct its business as presently conducted, to execute own or use the properties and deliver this Agreement and the Ancillary Documents assets that it purports to own or use, and to perform all its obligations hereunder and thereunderunder all agreements to which it is a party.

Appears in 1 contract

Samples: Share Purchase Agreement (Trend Mining Co)

Organization and Good Standing of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer is qualified or otherwise authorized to do business as a foreign corporation and is in good standing under the Laws of every jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification or authorization necessary under applicable Law, except where the failure to be so qualified or otherwise authorized has not had and has all requisite corporate power and authority would not reasonably be expected to make the representations, warranties and agreements made hereunder, to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunderhave a Buyer Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (TigerLogic CORP)

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