Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Fibernet Telecom Group Inc\), Stock Purchase Agreement (Allis Chalmers Energy Inc.), Stock Purchase Agreement (RCN Corp /De/)
Organization and Related Matters. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware. Buyer has full corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets.
Appears in 4 contracts
Samples: Purchase Agreement (Tower Group, Inc.), Purchase Agreement (OneBeacon Insurance Group, Ltd.), Stock Purchase Agreement (Endurance Specialty Holdings LTD)
Organization and Related Matters. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and corporate authority to carry on its business as now being conducted. Buyer has all necessary corporate power and corporate authority to execute, deliver and perform this Agreement and the transactions contemplated hereby. USAA beneficially owns, and at Closing will beneficially own, directly or indirectly, all of the capital stock of Buyer.
Appears in 4 contracts
Samples: Share Purchase Agreement (American Industrial Properties Reit Inc), Share Purchase Agreement (Usaa Real Estate Co), Share Purchase Agreement (Usaa Real Estate Co)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to execute, deliver and perform this Agreement and any related agreements to which it is a party.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Watkins Johnson Co), Asset Purchase Agreement (Gottschalks Inc), Stock Purchase Agreement (General Inspection Laboratories Inc)
Organization and Related Matters. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Miramar Labs, Inc.), Asset Purchase Agreement (Miramar Labs, Inc.), Asset Purchase Agreement (Corio Inc)
Organization and Related Matters. Buyer is a corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nuveen John Company), Acquisition Agreement (Barra Inc /Ca)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted. Buyer has the State of Delawarenecessary corporate power and authority to execute, deliver and perform this Agreement and any Related Agreements to which it is a party.
Appears in 2 contracts
Samples: Merger Agreement (Tibco Software Inc), Merger Agreement (Macneal Schwendler Corp)
Organization and Related Matters. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of DelawareDelaware and has all necessary power and authority to operate, own and lease its properties and assets, to carry on its business as now conducted, and to perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Purchase Agreement (BKR Inc), Purchase Agreement (Response Usa Inc)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and any related agreements to which it is a party.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Goodman Conveyor Co), Asset Purchase Agreement (Gottschalks Inc)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted. Buyer has the State of Delawarenecessary corporate power and authority to execute, deliver and perform this Agreement and any related agreements to which it is a party.
Appears in 2 contracts
Samples: Asset Purchase Option Agreement (Cypress Bioscience Inc), Asset Purchase Agreement (Cypress Bioscience Inc)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted. Buyer has the State of Delawarenecessary corporate power and authority to execute, deliver and perform this Agreement.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (New Century Financial Corp)
Organization and Related Matters. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State state of Delaware. The Purchaser will, at the time of Closing, be a bank or savings bank duly organized and validly existing under the laws of the jurisdiction of its organization and will have the requisite power and authority to own, operate and lease its properties and to carry on its business.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State state of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Innovative Wireless Technologies, Inc.)
Organization and Related Matters. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State state of Delaware.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. The Purchaser is a national banking association duly organized and validly existing under the laws of the United States. Buyer and Purchaser each have the requisite power and authority to own, operate, and lease its properties and to carry on its business.
Appears in 1 contract
Samples: Purchase Agreement (Bingham Financial Services Corp)
Organization and Related Matters. Buyer is a corporation --------------------------------- corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the corporate power and authority to carry on its business as it is now being conducted and to own, lease and operate all of its properties and assets.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware.. Buyer has all necessary corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements to which it is a party. Buyer has all necessary corporate power and authority to own its properties and assets and to carry on its business as now being
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and any related agreement to which it is a party.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and the Related Agreements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Affiliated Computer Services Inc)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to carry on its business as it is now being conducted. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and any related agreements to which it is a party.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted. Buyer has the State of Delawarenecessary corporate power and authority to execute, deliver and perform this Agreement and the other Buyer Documents.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State Laws of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now conducted. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (DealerTrack Holdings, Inc.)
Organization and Related Matters. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of Delaware. Buyer has the State of Delawarecorporate power and authority to execute, deliver and perform this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Affinity Entertainment Inc)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now being conducted. Buyer has the State of Delawarenecessary corporate power and authority to execute, deliver and perform this Agreement, and any related agreements to which it is a party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Interpore International /Ca/)
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Buyer has all necessary corporate power and authority to carry on its business as now conducted. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby.
Appears in 1 contract
Organization and Related Matters. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Buyer has all necessary corporate power and authority to carry on its business as it is now being conducted. Buyer has the necessary corporate power and authority to execute, deliver and perform this Agreement and any related agreements to which it is are party. Buyer has delivered to Shareholders true and correct copies of its Certificate of Incorporation and Bylaws, certified by its Secretary.
Appears in 1 contract
