Common use of Organization and Standing of Seller Clause in Contracts

Organization and Standing of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 of the Disclosure Schedule.

Appears in 2 contracts

Samples: Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD)

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Organization and Standing of Seller. Seller is a corporation duly ----------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens, including, without limitation, any restrictions upon resale under applicable federal or state securities rules, regulations or laws. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule -------- 4.2 of the Disclosure Schedule.. ---

Appears in 1 contract

Samples: Memorandum of Understanding (Portacom Wireless Inc/)

Organization and Standing of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to own and to sell its assets, to conduct its business as now conducted, to execute, deliver and perform this Agreement and the Assetsagreements, free instruments and clear of any other documents being executed and all Liens. A certified copy of delivered pursuant to this Agreement (collectively, the "Purchase Documents") to be performed by Seller's Articles of Incorporation , and Bylaws are attached to Schedule 4.2 of consummate the Disclosure Scheduletransactions contemplated hereby and thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Workstream Inc)

Organization and Standing of Seller. Seller is a corporation duly ------------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by As of the CourtClosing Date, Seller has will be qualified as a foreign corporation in all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 jurisdictions in which such qualification is necessary under applicable law as a result of the Disclosure Scheduleconduct of the Business or the ownership of the Assets or in which such qualification is necessary under applicable law as a result of the conduct of its business or the ownership of its properties and where the failure to be so qualified would have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Wireless Systems Inc)

Organization and Standing of Seller. Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell own, lease and operate the Assetsproperties associated with the Relay Business now owned or leased by Seller and to carry on the Relay Business as presently conducted. Seller is duly qualified to do business as a corporation in each state and jurisdiction in which Seller is required to be so qualified, free and clear Seller is in good standing in all of any those states and all Liens. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 of the Disclosure Schedulejurisdictions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kilovac International Inc)

Organization and Standing of Seller. Seller is a corporation duly ----------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 of the Disclosure Schedule.. ------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Portacom Wireless Inc/)

Organization and Standing of Seller. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws Laws of the State of Delaware. Subject only to approval by the Court, Seller Delaware and has all requisite corporate power and authority to sell own, lease, operate, and transfer its assets, including the AssetsTransferred Interest, free and clear of any and all Liensto carry on its business as currently conducted. A certified copy of Seller's Articles of Incorporation and Bylaws are attached Seller is licensed or qualified as a foreign corporation authorized to Schedule 4.2 of the Disclosure Scheduledo business in each jurisdiction where such license or qualification is required.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Deltic Timber Corp)

Organization and Standing of Seller. Seller is a corporation duly ----------------------------------- organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens other than Permitted Liens. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 of the Disclosure Schedule.. ------------

Appears in 1 contract

Samples: Asset Purchase Agreement (Portacom Wireless Inc/)

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Organization and Standing of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 of the Disclosure Schedule.

Appears in 1 contract

Samples: Asset Purchase Agreement (Norstan Inc)

Organization and Standing of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by The copies of the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens. A certified copy of Seller's Articles of Incorporation and Bylaws of Seller, as amended to date, and made available to GRC, are attached to Schedule 4.2 true and complete copies of the Disclosure Schedulethose documents as now in effect.

Appears in 1 contract

Samples: Stock Exchange Agreement (Gallagher Research Corp)

Organization and Standing of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Subject only to approval by the Court, Seller has all requisite corporate power and authority to sell the Assets, free and clear of any and all Liens, including, without limitation, any restrictions upon resale under applicable federal or state securities rules, regulations or laws. A certified copy of Seller's Articles of Incorporation and Bylaws are attached to Schedule 4.2 of the Disclosure Schedule.

Appears in 1 contract

Samples: Memorandum of Understanding (VDC Corp LTD)

Organization and Standing of Seller. (a) Organization and Status. Seller is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Delaware. Subject only Seller has qualified as a foreign corporation and is in good standing in every other state where the failure to approval by the Court, so qualify would have a Material Adverse Effect. Seller has all requisite corporate power and authority necessary to sell own and operate its properties and otherwise to conduct the Assets, free Business as it is presently conducted and clear of any to enter into this Agreement and all Liens. A certified copy of Seller's Articles of Incorporation the other agreements to be executed and Bylaws are attached delivered by it pursuant to Schedule 4.2 of the Disclosure Schedulethis Agreement and to perform its obligations hereunder and thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Universal Automotive Industries Inc /De/)

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