Common use of Organization and Standing of Buyer Clause in Contracts

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Infocure Corp), Stock Purchase Agreement (Infocure Corp)

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Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware; Nevada, and has full corporate power and authority to conduct the carry on its business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementnow conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Homelife Inc), Stock Purchase Agreement (Homelife Inc)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; jurisdiction where it is organized and has full all requisite corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiariesenter into this Agreement, and has full right, on the Closing Date will have all requisite corporate power and authority to issue carry out the shares Contemplated Transactions and to perform its obligations hereunder. Buyer is a domestic corporation within the meaning of common stock as part Section 7701 of the Purchase Price contemplated by this AgreementTax Code.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Architectural Products Corp), Asset Purchase Agreement (American Architectural Products Corp)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware; Nevada and has full corporate power and authority to conduct the carry on its business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementnow conducted.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Homelife Inc), Stock Purchase Agreement (Homelife Inc)

Organization and Standing of Buyer. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware; its incorporation. The Buyer has full corporate power all requisite power, authority and authority capacity to conduct execute and deliver this Agreement and all other agreements, documents and instruments contemplated hereby and to carry out all actions required of it pursuant to the business terms of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Ply Gem Industries Inc), Stock Purchase Agreement (Ply Gem Industries Inc)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; jurisdiction where it is organized and has full all requisite corporate power and authority to conduct enter into this Agreement, to carry out the business Contemplated Transactions and to perform its obligations hereunder. Buyer is a domestic corporation within the meaning of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part Section 7701 of the Purchase Price contemplated by this AgreementTax Code.

Appears in 2 contracts

Samples: Asset Sale Agreement (American Architectural Products Corp), Asset Purchase Agreement (American Architectural Products Corp)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Illinois. Buyer has full the corporate power to own its property, to carry on its business as now being conducted and authority to conduct the business of developing, distributing execute and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by perform this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Minuteman International Inc)

Organization and Standing of Buyer. Buyer is a corporation duly organizedincorporated, organized and validly existing and in good standing under the laws corporation of the State state of Delaware; its incorporation and has full all corporate power and authority to conduct enter into this Agreement and the business of developing, distributing other agreements to be executed and marketing software, including through delivered by it pursuant to this Agreement and to perform its subsidiaries, obligations hereunder and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementthereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Captaris Inc)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; jurisdiction where it is organized and has full all requisite corporate power and authority to conduct enter into this Master Agreement and the business Ancillary Agreements, to carry out the Contemplated Transactions and to perform its obligations hereunder. Buyer is a domestic corporation within the meaning of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part Section 7701 of the Purchase Price contemplated by this AgreementTax Code.

Appears in 1 contract

Samples: Master Transaction Agreement (Kaiser Group International Inc)

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Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; jurisdiction where it is organized and has full all requisite corporate power and authority to conduct enter into this Master Agreement and the business of developingAncillary Agreements, distributing to carry out the Contemplated Transactions and marketing software, including through to perform its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreementobligations hereunder.

Appears in 1 contract

Samples: Master Transaction Agreement (Kaiser Group International Inc)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; has full corporate power and authority to conduct the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power is duly qualified and authority is authorized to issue the shares of common stock conduct business and is in good standing as part of the Purchase Price contemplated by this Agreementa foreign corporation in Georgia.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; Washington and has full all requisite corporate power and authority to conduct execute, deliver and perform this Agreement and to consummate the business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price transactions contemplated by this Agreementhereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (United States Filter Corp)

Organization and Standing of Buyer. Buyer is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware; its incorporation and has full all requisite corporate power and authority to conduct the carry on its business of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated currently conducted by this Agreementit.

Appears in 1 contract

Samples: Asset Purchase Agreement (Viewcast Com Inc)

Organization and Standing of Buyer. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware; its incorporation. Buyer has full corporate power all requisite power, authority and authority capacity to conduct execute and deliver this Agreement and all other agreements, documents and instruments contemplated hereby and to carry out all actions required of it pursuant to the business terms of developing, distributing and marketing software, including through its subsidiaries, and has full right, power and authority to issue the shares of common stock as part of the Purchase Price contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (CBRL Group Inc)

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